Sonic and EQG: Fiendship is magic
by sguimba
Summary: Ever since Twilight and the others got their new powers from Camp Everfree, it looks Sonic's has a helping hand in defending the world against any threats. But this time around...the threat is...the Rainbooms! Using their new super-abilities, Sunset and Humane 5 have gone out of control, leaving Sonic, Twilight and the others in a tough situation. Just how did this happen?
1. Chapter 1

Nothing out of the ordinary

It was an early morning in the city Canterlot. On the sidewalk walking towards school was Twilight along with Spike the dog, by her side. Twilight was looking cheerful as she was humming, and had a smile on her face. Spike took note of Twilight's happiness.

"Gee why are you so happy, Twilight?" Spike asked. "Did you have another one of your late night messaging with Timber?".

"No ,Spike." Twilight said blushing slightly. "It's just that things seem really good right now. So far, this semester has started out great. I mean for the first time I actually have friends awaiting me at school, Midnight Sparkle is gone, I can control the magic inside , and there is Timber." Twilight blushed even more at that statement. "Anyway, I'm just saying things are really looking up, and I hope they stay that way."

Twilight and Spike then arrived in front of the school, standing before the CHS statue or what was left of it(the horse statue still hadn't been replaced after Midnight Sparkle). Twilight and Spike prepared to walk up the steps into the building when suddenly in the sky, Twilight saw an object in the corner of her eye. It was a silver, egg-shaped vehicle, and it appeared to be flying. It also looked like it had a cockpit and someone was piloting it, but she couldn't make out who was inside. The strange vehicle then looked like it was descending towards the field. Twilight had a puzzled look on her face.

"Spike, did you see that?" Twilight asked as she looked down at Spike who was scratching himself behind the ears.

"See what?" He replied.

"I saw this weird, flying egg thing, and it looked like it landed right on the school soccer field." Twilight explained. "It looked pretty suspicious, and I'm not sure if it's a good or bad thing. What should I do?"

"I don't know Twilight." Spike replied. "Maybe it's nothing to be too worked up about."

Suddenly Twilight heard a large explosion, making her almost lose her balance. She then saw smoke rising from the field . She turned her head down to Spike, and gave him a slight glare.

"Nothing to be worked up about, huh?" Twilight told him. "Anyway, that explosion sounded dangerous. We should investigate before any serious damage occurs." She took off running and Spike followed her.

Twilight then arrived onto the field along with Spike. The rest of the Rainbooms were already there sitting on the bleachers, looking rather calm. Twilight then ran up to meet them.

"Hey, Twilight." Sunset casually greeted as she approached them. "Saved you a seat." She put her hand on the seat next to her."

"Are you okay? Is there any danger? What's going on?" Twilight questioned with urgency.

"We're fine, sugarcube." Applejack said. "Why would'n we be?"

"Did you not notice that explosion? I saw it from the front of the school. It looked pretty serious." Twilight said, slightly concerned at how nonchalant her friends were being.

"Oh that. Twi turn around." Rainbow Dash said as she pointed behind Twilight. Twilight turned around and saw Sonic on the field. Lasers were being shot at him, but he was effortless dodging them. The one trying to shoot him was the person in command of the vehicle she saw. It was a middle-aged man who was bald(a pair of goggles was on his head), and had a large brown mustache coming from his nose(which was large and pink). He had a pair of black glasses on. He was wearing a red coat with four gold buttons, two metal buttons on the bottom sides of the coat in the front, with white gloves on his hands. Twilight looked at him with astonishment.

"Umm, who the heck is that?" Twilight asked bewildered.

"Oh well, that's Dr. Eggman. An evil mad scientist who kidnaps cute little animals to use them to power his evil robot army in order to build his empire to take over the world, but Sonic is there to stop him, making him Sonic's arch enemy, and he's always coming up with crazy schemes to beat Sonic, and complete his goal of world domination." Pinkie explained very quickly. Twilight looked even more confused. This was the Eggman Sonic mentioned after that whole fiasco at Camp Everfree?

"He's a terrible man." Fluttershy said with a hint of anger as she protectively gripped Angel in her arms. "Kidnapping poor woodland critters for evil."

Eggman in his Egg-Mobile continued to fire red lasers at Sonic, who still evaded them with no problem.

"C'mon Egghead, you're aim is usually better than this. Granted you don't actually hit me, but you're close." Sonic taunted. Eggman pressed on with his assault as Sonic zipped past the beams.

"Shouldn't we help Sonic?" Twilight said as she observed the altercation.

"Oh, heavens no, darling. Sonic has beaten him so many times, it's just a hobby for him. He'll be fine." Rarity said as she applying purple nail polish to her nails and was admiring them.

"Then why are you all here if you're not going to help him?" Twilight asked.

"Since Camp Everfree this is the most exciting thing that's happened so far, and we've all been pretty bored for awhile." Rainbow Dash said. She then checked her watch and looked at Sonic. "Sonic, you might want to wrap things up, like right now. Class starts in 5 minutes!"

"5 minutes? That's still plenty of time to have fun, and make it on time!" Sonic exclaimed as he dodged another laser. "But this is getting boring, so I might as well end things now."

When Eggman fired another laser, Sonic leaped in the air to dodge it and came down with a powerful axe-kick on the Egg-mobile sending it crashing towards the ground, leaving it stuck there in a mini-crater created by the impact. Eggman struggled to get the Egg Mobile out as Sonic landed on the cockpit in front of Eggman with a smug grin.

"Please no more!" Eggman suddenly pleaded as he put his hands up in surrender. "I finally get it now! I'll never be able to beat you, Sonic! You're just to way past cool for me. Please let me go!" Eggman then buried his face in his hands and began. Sonic had an embarrassed look on his face. The Rainbooms looked equally embarrassed as they cringed at the sight.

"This is sad." Sunset observed.

"Aw come on Eggman, don't do this now. You're making me feel bad." Sonic said as he rubbed his the back of his head with his right hand. Sonic didn't notice Eggman secretly reaching for a something in his back coat pocket as he grew a smirk on his face. He brought it closer to him as he continued his charade.

"Please, Sonic! I promise I'll leave immediately! Have mercy! Eggman said with fake sadness and fear.

"Well, I-" Sonic started to say.

"Surprise, sucker.!" Eggman shouted as he pulled out a small red, laser pistol right towards Sonic face, taking him by surprise.

"Look out,Sonic!" Twilight shouted. Just as the Eggman pulled the trigger and fired, Twilight used her telekinesis, surrounding the pistol in a purple aura as it was yanked out of Eggman's hand. As she did a red energy wave emerged from the pistol as it was thrown and went in the direction of the Rainbooms. Twilight managed to use telekinesis to pull herself out of the way quickly, but the other Rainbooms were a bit slower to react, getting covered in the red energy wave. Rarity tried to conjure her shields as the other Rainbooms closed their eyes and braced for impact.

"NO!" Sonic and Twilight screamed as the other Rainbooms were engulfed in the wave. But nothing happened. They opened their eyes and looked at one another.

"Umm, ow?" Applejack said, stumped. All of the Rainbooms seemed fine and showed no signs of negative effects as they turned to each other. Sonic then turned and faced Eggman who looked just as perplexed as he did.

"Wow, you're really slipping, Egghead. You build a laser and it doesn't even work. I guess old age is setting in." Sonic mocked.

"What? No. I double checked it this morning. It should've worked fine. I don't understand." Eggman said, trying to make sense of what happened

"Listen, it's been fun, but we really got to go to class. Applejack." Sonic called. Applejack then rose out of her seat and came up to the Eggman in the Eggmobile and lifted him out of the crater. She then spun the Eggmobile around many times before tossing it into the sky, creating a twinkle as Eggman was flown way which was accompanied by his screaming. Everyone present looked on as Eggman vanished in the sky.

"Are you sure you guys are okay?" Twilight asked her friends. "Do you feel any different?"

"Nope." Sunset said.

"Feel the same." Rainbow Dash said.

"Nothin." said Applejack.

"I feel fine." Fluttershy said.

"Never felt better." Rarity responded.

"I feel like…..I could throw a big party to celebrate Sonic's victory!" Pinkie exclaimed.

"Things seem pretty normal, Twilight. Eggman's really losing his edge." Sonic said as he came up next to her.

"Speaking of which, I have to admit that move you used back there was pretty cool." Rainbow Dash said. "I mean it would've been 20% cooler if I had done it, but it was impressive."

"Thanks, Dash. I call it my Sonic Eagle." Sonic said as he pointed to himself.

"Eh, the name could be better. Naming stuff after yourself is lame. I deduct 10 cool points." Rainbow Dash said.

"Coming from the chick in a band called the Rainbooms. I wonder who came up with that name." Sonic teased. Just then the bell rang.

"We'd better get going." Twilight said. The Rainbooms and Sonic walked into the school, but for a brief moment, the eyes of the 5 girls hit by the laser began to flash a red undertone.

 **Author's note: Maybe Eggman isn't losing his edge like you thought, Sonic. Red eyes are never good thing(Well except for Super Sonic and Shadow, but you know what I mean). Anyway, hey everyone, it's sguimba back with my story, Sonic vs Equestria Girls! Team Sonic vs the Rainbooms, who are you rooting for? Anyway, enjoy reading, fav, and review! Later and take care!**


	2. Whose The Fastest Thing Alive!

Whose The Fastest Thing Alive?!

The next day in the cafeteria of CHS, Twilight was sitting alone at a table. She wasn't eating her pasta, and was just using her fork to play with it. She was wearing a concerned expression on her face. Suddenly she felt a blue breeze, causing her hair to blow slightly, and suddenly, Sonic was next to her, proudly displaying a tray of chili-dogs.

"Man, I'm so glad they finally decided to serve chili dogs here." Sonic said happily. "I haven't had one in like 2 days. I was starting to suffer from withdrawals." He then noticed the look on Twilight's face.

"Yo, Twilight you okay?" Sonic asked. "You look really out of it."

"I'm fine Sonic." Twilight said as she turned to him. "It's just that I haven't seen Sunset, Rainbow Dash, or anyone else since yesterday's band practice."

"Come to think of it, I haven't seen any of them either." Sonic said as he put a finger on his chin. "Are you in contact with them?"

Twilight shook her head. "Nope. I've sent all of them text messages, and called like 5 times since this morning, but nothing. I'm worried."

"You said you haven't been able to see them since yesterday band's practice." Sonic said. "Did you notice anything weird yesterday?"

"Come to think of it, things were a little strange yesterday." Twilight began to recall...

*Flashback*

 _Twilight burst into the band room and was panting heavily._

 _"Sorry, I'm late girls." Twilight said as she placed her hands on her knees. "I stayed behind in the library because I noticed the arrangement of the books in the solar system section didn't follow the Dewey Decimal system. I couldn't just stay there and leave things like that so I-"._

 _She then looked up and to her surprise, no one was playing there instruments except for Rainbow Dash who was going around all of them using her super-speed and trying to play them all at once. Rarity was huddled in a corner with a purple cloak over her, and not facing anyone wit h her back turned. Applejack was sitting on the black steps to the right of the room, and was heavily focused as counted wads of cash. Fluttershy was standing near a window with her head out to it Pinkie was smiling and giggling to herself(well that's not strange for Pinkie), while Sunset was sitting down and looked to be in deep thought with her fist on her chin. Things looked strange._

 _"Um, hi guys." Twilight said nervously, noticing the weird behaviour of her friends. None of them stopped what they were doing to greet her or even look at her._

 _"So, um should we start practicing?" Twilight asked again with a hint of uncertainty to her voice._

 _"Will you pipe down?!" Applejack suddenly snapped at Twilight, making her wince. "I'm tryin' to count how much loot I've got. I don' have time for silly band practices. Speakin' of which, quit playin' all those stupid instruments, Rainbow!"_

 _"Shut up!" Rainbow Dash replied. "I'm testing to see if I can play all of them so fast that it sounds like they're playing all at once. This is the perfect way to test how fast I really am. My speed is more important than that green trash you have face sucked in to."_

 _"Why you little-". Applejack said as she angrily rose up to confront Rainbow Dash. As she marched to Rainbow Dash, she stepped on a piece of Rarity's cloak. Rarity noticed this and gasped out loud._

 _"You ruffian!" Rarity said as she got up from her corner, and grabbed Applejack by the collar. "This cloak is a one of a kind Oceans Moon fabric! Do you know what you've done, you incompetent imbecile!? Considering your sense of fashion is an abomination, I would think you're too dense to realize it!_

 _"I don't like your tone! Applejack said as she roughly removed Rarity's hands from her, her force making Rarity's hood fall off. Rarity then gasped again._

 _"My face! It's been uncovered! I can't be seen like this!" Rarity cried as she used the rest of the cloak to cover her face. She then retreated back in the corner. Twilight then slowly moved to where Fluttershy was_

 _"Fluttershy, Applejack, Rainbow Dash, and Rarity are acting weird. Do you know what's going on?" Twilight asked her in a whisper. Fluttershy ignored her and was busy speaking to a pair of squirrels she found outside the building under the window._

 _"You're so cute, aren't you? Yes you are, yes you are." Fluttershy said with a soothing tone. Her face then turned angry and cold. "It's such a pity those foolish humans are destroying your homes to fulfil their selfish, petty desires. But don't worry we'll have our revenge soon enough."_

 _"Fluttershy?" Twilight said with worry as she put her hand on Flutterhshy's shoulder. This startled her and she let out a yelp, scaring the squirrels away as they jumped down from the window and scurried away. She then turned furiously towards Twilight. Twilight shrunk back in fear._

 _"Do you know what you've done?!" Fluttershy barked. "You've frightened a poor defenceless animal! As if you're disgusting kind doesn't do that enough! I was reassuring him, promising him justice, and you ruined it!_

 _"I'm sorry, I didn't-". Twilight said as she stepped back from Fluttershy. She had never seen Fluttershy like this before. So much anger in her. As Twilight was stepping back she bumped into someone. She turned around and saw it was Pinkie, who had her back turned to her._

 _"Pinkie, somethings wrong with everybody. I'm really worried." Twilight said. Pinkie didn't respond all. "Pinkie?"_

 _Twilight touched Pinkie's shoulder and she turned around, revealing a huge grin on her face. It wasn't a reassuring one. It felt more like a slasher smile. One of insanity, the creepy kind. Twilight was really unnerved and backed away from Pinkie._

 _"(What's going on with everybody?"). Twilight thought to herself. Suddenly she felt a hand on her shoulder, turned, and saw it was Sunset._

 _"Sunset, everybody's acting so weird, angry, and well, creepy." Twilight told her. "Something is seriously wrong."_

 _"I've noticed it too." Sunset told her. "I don't what it is, but I'm trying to get to the bottom of it. I think it's best if you leave for now. I'll keep an eye on things here."_

 _"Are you sure? I don't feel comfortable with that idea. I should stay with you. Maybe my magic could come in handy with whatever's going on." Twilight said._

 _"No, I'm fine Twilight." Sunset said. "Besides I've dealt with way more bizarre and weird thing than you have, so I know what I'm doing. Leave it all to me. I'll text you tonight about an update on things." Sunset began to lead to Twilight to the exit._

 _"But-". Twilight started to say as Sunset put her outside the door._

 _"Relax, everything will be fine." Sunset said. She then closed the door on Twilight but before she did, Twilight noticed Sunset's eyes flash red briefly._

*Flashback ends*

"And that's what happened." Twilight said as she finished her story. "But Sunset never did text me."

"Hmmm, that's really weird. Tell you what. After I finish all these amazing chili dogs, you and I will go look for them." Sonic said. He then lifted up a chili dog and prepared to take a bite, when suddenly, a rainbow streak appeared and instantly the chili dog vanished. Sonic then bit down on his teeth with great force and held his mouth in pain shortly after.

"Ow!" He cried out. His face then turned to one of anger when he saw that his child dog was missing. "All right, whose messing with the chili dogs! The rainbow streak returned again, and all the chili dogs Sonic had in his plate vanished. Sonic then looked at his tray with dismay, and astonishment. He looked like he was about to shed a tear. Sonic then growled and fury swelled up in as he rose up from his seat.

"All right this isn't funny!" Sonic yelled. "Whoever decided to make the mistake of messing with my chili dogs has 5 seconds to show them themselves before I find them and use their face to mop the whole floor of the school!

"Over here, blue boy." A familiar raspy voice said.

Sonic turned in the direction of the voice, and saw the culprit. He had a slightly shocked look on her face. The culprit was Rainbow Dash, but she looked different. She was wearing a silver jacket decorated with black lighting bolts with a black shirt underneath that had a grey cloud in the center. She had dark black pants, with black shoes on. She wore a pair of silver goggles on her eyes, which were now dark red. She was using her right finger to twirl Sonic's plate of child dogs. Sonic's face then turned to one of annoyance.

"Haha, very funny Dash. If this is supposed to be one of your pranks, I have to say you're slipping. This is lame." Sonic said. "Hand over the chili dogs."

Rainbow Dash smirked and instantly threw the plate towards Sonic with high speed. Sonic gasped and moved to catch it, but Rainbow Dash appeared in front of him as a blur and pushed him back.

"NOOOOOOO!" Sonic cried out as the all chili dogs crashed to the floor. He then slumped on the ground.

"My chili dogs. The most important things to me today. All ruined." Sonic complained. He held back a sob, and his voice broke a little bit. Rainbow Dash came behind him, and had a smug look on her face.

"I'm sorry, Sonic. Did that make you feel angry? Like, you want to get even with me?" Rainbow Dash taunted as she began to walk around him.

"Don't feel to bad, Sonic. After all I'll be taking something way more precious than just those chili dogs. Your title as the fastest thing alive!" Rainbow Dash declared with a sneer. Sonic then rose up instantly and faced Rainbow Dash after he head that. The whole cafeteria was now looking at them.

" _What_ did you just say?" Sonic said with hostility.

"You heard me. Your days of being the fastest are over. I am now!" Rainbow Dash boasted.

"And how exactly are you going to prove that?!" He asked angrily.

"That should be simple, you moron. A race. Between you and me. Winner becomes fastest thing alive. You in?" She offered.

"Wow, Rainbow Crash just challenged Sonic to a race." Hoops said from a nearby table.

"Who are we gonna root for?" Score said. "We don't like both of them."

"I'm going to root for Crash." Dumbbell said. "I don't know about you guys, but I like her attitude. Plus is it just me or she is looking really hot today?" Hoops and Score nodded in agreement.

"Well, it looks like I've already got fans." Rainbow Dash said with a smirk.

"Nobody cares what those losers think. " Sonic dismissed.

"Hey!" the three of them shouted but Sonic ignored them.

"Anyway. While I am really annoyed by you ruining my chili dogs, and trying to steal my title, I'll pass. Twilight told me something was wrong with you and the others. I now see what she meant. So instead, you're going to come with me so Twilight and I can figure out what's wrong with you." Sonic said. He then reached to grab Rainbow Dash, but she disappeared before he caught her.

"You'll have to catch me first." She said mockingly.

"Nice try, but you're not going to get me sucked into your game." Sonic said. He then moved at super speed to grab Rainbow Dash, but she evaded him. He tried it again many times, but each time she avoided his touch him.

"Dash, you're really being annoying now." Sonic grumbled..

"Maybe your too slow." Rainbow Dash goaded. Sonic eyes then started to twitch in rage.

"You know, right now, I've been going easy on you. But if you want to play the real games, fine then! I'll race you! But don't cry when you lose!" Sonic announced.

"Sonic, no!" Twilight said in protest. "She isn't in her right mind! Racing her could have dire consequences!

"I wanna see a race between Sonic and Rainbow Dash!" Scootaloo suddenly shouted.

"Me too!" Apple Bloom added.

"Me three!" Sweetie Bell also chimed. Soon the whole lunchroom was cheering for Sonic to race Rainbow Dash. Twilight slapped her forehead in frustration.

"Since we have an audience Sonic, try not to fall too far behind me. You know? To keep the tension for the fans." Rainbow Dash said cockily.

"Enough chit-chat." Sonic harshly said, now clearly in a bad mood. "How does this race work?"

"Well, I say it's 1 lap around the city, and the first person to make it back to the soccer field wins." Rainbow Dash explained.

"That sounds boring, but since it came from you I'm not surprised." Sonic said making Rainbow Dash frown. "When do we start?"

"How about….now!" Rainbow Dash said a she took off in a burst of speed, leaving Sonic behind.

"Hey, that's cheating!" Sonic shouted. He then raced after her leaving a blue streak. After Sonic left, Knuckles, Manic, Tails, and Silver entered the lunchroom.

"What's with all the commotion? I could hear it from the gym." Knuckles asked.

"Sonic's racing Rainbow Dash." Apple Bloom informed him.

"What?!" Manic shouted. "Sonic is having a race with Dash, and he didn't tell me before? This was the perfect opportunity to get people to place bets!

"It probably wouldn't have been worth it, Manic." Tails said. "Sonic is going to win this no contest." Hearing that caused Scootaloo to turn around and glare at Tails.

"I wouldn't be so sure of that, Tails." Scootaloo said with an edge in her voice. "Rainbow Dash is the best athlete in the school. Sonic may be good, but he's got nothing on her."

Tails let out a small chuckle.

"Scootaloo, Scootaloo, Scootaloo." Tails said as he put his hand on her shoulder and shook his head. "Sonic is an expert at speed, and has been running his whole life. Rainbow Dash just recently got her's. It's a matter of expertise, and Sonic is clearly the expert. I feel bad for her actually. It's like putting a 5th grader against Newton in a science exam."

"No way!" Scootaloo insisted as she removed Tails hand. "Rainbow Dash is the best!"

"Sonic is!" Tails shouted back.

"Rainbow Dash!"

"Sonic!"

As Tails and Scootaloo were arguing, Silver noticed the worried look on Twilights face.

"What's wrong Twilight? You seem troubled." Silver said as he approached her.

"Listen ,Silver. I think this race is a big mistake. You see, there's something wrong with not just Rainbow Dash, but Rarity and the others as well." Twilight said as she began to explain to him.

In the city of Canterlot, Sonic was running in the streets, avoiding cars, and looking out for Rainbow Dash.

"That was a dirty trick she pulled." Sonic grumbled to himself. "But it will make kicking her butt in this race much more satisfying. I wonder she is though? I'd think maybe she's too far ahead of me, but that's impossible.

Suddenly a restaurant table flew, and almost hit Sonic, but he moved his head to dodge it. He looked ahead, and there was Rainbow Dash running near a restaurant. As she was running she was picking up various tables, chairs, and other objects from the restaurant and throwing towards Sonic.

"(Okay, Twilight is right. Something really is up. Dash loves to win, but she's no cheater.)" Sonic thought to himself. He easily evaded all of the objects, and then burst forward. Sonic was now running next to Rainbow Dash. Both of them blazed around the city past cars, creating slight whirlwinds, and it looked liked they were evenly matched.

"You're not winning this, Sonic!" Rainbow Dash growled. "I AM THE FASTEST THING ALIVE!"

"I'm right next to you. Do you really have to shout?" Sonic asked annoyed.

Without warning, Rainbow Dash threw a punch with her right hand, but Sonic caught it. She then threw another one with her left hand, but Sonic moved his head.

"You really don't want to do this." Sonic warned, but Dash threw a jab, which nearly caught him, but he quickly blocked it. Using her speed, Rainbow Dash then unleashed a flurry of punches at Sonic, which he was able to block, but Rainbow Dash intensified her punches, and threw them faster, making it more difficult for him.

"(She's actually pretty good. If I'm not careful, my face won't be recognizable if she actually hits me)." Sonic realized. He then noticed an opening in Rainbow Dash as she prepared to throw another punch. Sonic caught her arm before she could release her fist, briefly stopping her assault. Rainbow Dash then surprisingly flipped Sonic over, sending him flying in the air.

"I'm a black belt in karate, remember?" Rainbow Dash reminded him as she dashed ahead.

Sonic used his feet to land on a stop sign, and with the force of his landing was able to push himself off it and it gave a quick burst, allowing him to continue racing. Sonic again caught up with Rainbow Dash, and both of them were neck to neck.

"You'll never beat me Sonic!Prepare to be a second place loser!" Rainbow Dash screamed.

"Dash, listen to me. Even if by some miracle you manage to beat me, would it really have been worth it? During this whole race, you've done nothing but cheat to win. Is it really a victory if you had to cheat to get there?" Sonic asked her in a serious tone.

"Who cares? As long as I win and prove I'm the fastest I don't care WHAT I do!" Rainbow Dash declared. Sonic sighed.

"I didn't want to this, but you've left me no choice." He muttered. A blue aura then surrounded Sonic, and in a split second, he then burst forward creating a small sonic boom which blew Rainbow Dash back, and sent her sprawling on the floor. Sonic then dashed ahead, leaving Rainbow Dash behind. Rainbow Dash then looked up in horror at him surpassing her.

"No, no, no, no, no, no, no, no, NO!" Rainbow Dash said in frustration as she pounded her fist against the ground. Immediately she started to run again. "I AM THE FASTEST!"

Rainbow Dash's eyes flashed bright red, and an aura surrounded her similar to her pony up one, but was red in colour. Rainbow Dash soon ponied up, and using her wings, began to fly faster than she was running. As she flew her speed was increasing, and she was approaching the sound barrier. As Rainbow Dash increased her speed, all of a sudden she was able to break the sound barrier, creating a Sonic Rainboom which propelled her faster.

As Sonic was running, he heard a loud noise like thunder. He then turned around, and saw the Sonic Rainboom. His eyes opened in awe.

"Wow, that's pretty-". Sonic started to say, when Rainbow Dash in an instant appeared right in front of him, leaving a rainbow streak behind her. She then crashed into Sonic, creating a large sound explosion in the centre of the city. Back at CHS as Twilight was finishing explaining to Silver, the two of them heard the loud crashing noise and turned around alongside everyone in the gym. They all looked in amazement at the Rainbow-colored mushroom cloud that was coming from the outskirts of the city.

 **Author's note: Looks like Engman's laser really did have an effect, not the way he was did Sonic just lose?! Is he really not the fastest thing alive anymore? Anyway, fave, review and most of all, enjoy reading. Thanks for reading and take care! Later!**


	3. A Crime Against Fashion and 'Pranks'

A Crime Against Fashion and 'Pranks.'

As Twilight, and the other looked at the Rainbow-coloured explosion coming for the outskirts of the city, an astonished expression came over all of their faces.

"That's not a good sign isn't it?" Manic noticed.

"That explosion was huge! Considering the size of it, Sonic and Rainbow Dash must be in seriously bad shape! I'm going to check on them." Twilight exclaimed as she began to go towards the source of the explosion.

"I'll come with you." Tails said as he began to follow her.

"Us too." Scootaloo said as she and the other Crusaders rose up. "I want to see the look on Tails face when he's realized Rainbow Dash beat Sonic."

Tails, Twilight, Sweetie Belle, and Applebloom gave Scootaloo a disapproving glare, making her slightly ashamed her eyes landed on the ground.

"I also want to see that they're okay too." Scootaloo added nervously as she chuckled a little.

Silver, Manic, and Knuckles began to follow Twilight and her group, but Twilight held out her hand, stopping them in their tracks.

"It's best you guys stay here. Rarity, Applejack, Pinkie, and Sunset are still unaccounted for. Keep on eye on things here." Twilight suggested The three of the, nodded, and Twilight went on with the others as they exited the cafeteria.

Knuckles, Manic, and Silver were left standing there, not saying anything. The three of them were looking back, and forth at each other. It was awkward as all three of them don't hang out with each other much alone.

"So, ummm, Knuckles how's the Master Emerald?" Manic said, trying to break the ice.

"It's fine." Knuckles responded.

"Cool. How's the future Silver?" Manic asked Silver as he turned to him.

"Still in ruins, I think." Silver guessed.

"I see. That sucks." Manic said . Again silence befell the three of them and lasted for a while.. Then Manic's phone rang.

"Oh, thank goodness. This was getting really awkward." Manic said as he quickly got his phone out of his pocket and answered it. "Hello? Fluttershy? Where are you? You want me to do what? Sure that sounds great! I'll be right there!" Manic then put his phone away and did a victory sign as he had a grin on his face.

"Why are you so happy?" Knuckles questioned.

"Fluttershy called, and she said she wants me to come over to the animal shelter. Alone, just the two of us. She specifically said not to bring anyone. I knew she finally would give in to my charms!" Manic excitedly informed him.

"Wait, Twilight mentioned that Fluttershy and the others are acting weird. Doesn't it seem a little suspicious she wants you to come alone? What if she has something nasty in store for you?" Silver cautioned.

"Please." Manic as he waved his hand in dismissal. "This is Fluttershy we're talking about. She's harmless. Even if she went evil or something, she wouldn't be able to do anything to me. I can take care myself. Besides this is an opportunity to make my move, and seal the deal."

"Class starts in 10 minutes? Won't you be skipping if you go?" Knuckles brought up.

"Knuckles, Knuckles, Knuckles, when life gives you opportunities you take them. Anyway, I'm leaving before you guys can talk me out of this. Bye". Manic insisted. He then sped away in a green blur, making Knuckles sigh.

"There goes a guy who doesn't think with his brain." He said. Just then the speakers turned on, and Principal Celestia's voice came out of them.

"Will all students, and faculty please report to the gym for a special assembly. It's going to be a real part-er I mean a sophisticated discussion on ways to improve our school's learning system. I hope to see you all there. Bye-Bye. " Principal Celestia said in an unusually cheery tone. Silver and Knuckles exchanged glances after the intercom had finished

"Is it just me or did she sound surprisingly happy?" Knuckles asked.

"You're right. Something felt awfully familiar about the way she was talking, and I got a weird vibe from it. We'd better check it out." Silver said. Along with everyone else in the cafeteria Silver, and Knuckles began to make their way to the gym. In the corner of his eye, as he and other students were walking in the hallway to the gym, Silver noticed a hooded figure in a purple cloak moving in the opposite direction of the students and turned across one of the corners. Silver tapped Knuckles on the shoulder, and he turned towards him.

"Knuckles, I saw someone suspicious going around the hallway. You check out the assembly, I'll go after them." Silver informed Knuckles. Knuckles nodded, and Silver took after the figure.

Silver ran in the halls and saw the figure up ahead. He then slowed down and started crouching slowly. The figure then entered a door on the left Silver kept his head down and approached the same door. Carefully he peered into the window of the door to see what the figure was up to. It turned out this was the room where the sports uniforms were kept, each of them hanging on racks. The figure was examining them.

"Disgusting! How dare this pathetic school have such awful taste in fashion! They will all pay for their atrocities." The figure stated in a familiar feminine voice as she examined the soccer uniform. "These soccer uniforms have been out of style for like years."

Silver recognized that voice. He then opened the door and entered the room.

"Rarity?" Silver said. The figure turned towards him. It was Rarity all right. But on her face was a silver mask that covered it and she had a heavy scowl.

"Silver? What are you doing here? Rarity said harshly as she covered herself with the cloak.

"I should be asking you that question." Silver said as he approached her. "What's with the mask? And why are sneaking around the school in a cloak? It's creepy."

"For your information, you lowly fool, I was unable to get my eyeliner on my face perfectly. This an outrage as Rarity should be perfect. An imperfect Rarity is against the laws of fashion!No one must see me like this!" Rarity explained.

"Riiight." Silver said. He noticed her red eyes. "Since when have your eyes been red?"

"Silence you imbecile!" Rarity shouted. "I'm in the middle of something important. This school is in violation of fashion. I need to destroy these hideous uniforms. When I take over this school, there must be no sign of imperfect in it whatsoever!"

"Rarity, please tell me you're not evil." Silver said with an annoyed tone. "I already dealt with you being evil once. I don't need it again."

"This isn't evil. This is justice!" Rarity declared.

"Rarity, don't you think this is petty? I mean wanting to take over a school for bad uniforms is just well... small." Silver pointed

"You're right. I shouldn't take over this small little school. I should take over the whole city!" Rarity proclaimed. "For too long it has been deprived of my fashion genius. I will usher an age of utopia with my rule!"

Rarity went to exit the room, but a cyan aura surrounded her. Silver had his hand out(which was glowing cyan),and was holding her in place.

"I guess Twilight was right after all." He realized. "Rarity, you aren't going anywhere. I'll hold you in place until Twilight comes back. Then we can solve this issue."

Rarity let out a noble woman's laugh.

"You arrogant fool. Do you really think you're puny powers can stop the might of Rarity?" She sneered. She then conjured a diamond shield the size of her body in front of her and pushed it forward, causing it to slam into Silver. He then crashed through the door and slammed into one of the walls in the hallway. As Silver struggled to get up, Rarity conjured 3 smaller diamonds in her hand and threw them at Silver. He dodged them by rolling away as they were impaled on the wall. As Silver got up, another larger diamond crashed into him, smashing him through another wall, and out into the field behind the school. Silver rolled on the grass and moaned. Rarity walked towards him.

"Anyone who get in my way will be destroyed." Rarity threatened. She then conjured hundred of diamonds into the air above Silver and brought them down on him.

Meanwhile, in the gym, all the students were sitting on the bleachers waiting for the assembly to start. It had been 15 minutes but the assembly hadn't started

"Something definitely weird is going on." Knuckles said in his seat. "Principal Celestia is never late for an assembly."

Just then Shadow teleported next to Knuckles, and sat down.

"Shadow.?!" Knuckles said as he looked at Shadow with surprise. "Since when do you come to assemblies?"

"I come all the time. It would be disrespectful to the Principal if I did not." Shadow explained. "Where are Sonic and the others?"

"Well, Sunset and the rest of the Rainbooms except Twilight are acting weird." Knuckles explained. "I mean Rainbow Dash out the blue challenged Sonic to race, and from what Twilight said, she was being pretty nasty."

"Rainbow Dash, and Sonic raced? That explains the explosion I saw." Shadow said.

"Yeah. Tails, Twilight, and the Crusaders went to check on Sonic and Rainbow Dash, Silver saw a suspicious looking figure lurking around and pursued, and Manic got a call from Fluttershy asking him to come to the animal shelter." Knuckles added on.

Just then Principal Celestia, and Vice-Principal Luna burst through the doors of the gym. Principal Celestia had an angry look on her face as she scanned around the anger

"All right! I demand to know who is responsible for this prank!" Principal Celestia shouted with fury.

"Wait a minute, I thought you called us to this assembly?" Knuckles called out from his seat.

"I did no such thing. I was filing papers in my office when I heard the announcements. I came as soon as I could to get the bottom of things." Principal Celestia responded.

"If you didn't call the assembly then who did?" Lyra asked. Soon the students began to mumble amongst themselves, trying to figure out what was going on. Suddenly, the lights in the gym turned off, setting everyone in a panic.

"Hey, what's going?" Flash cried.

"I can't see!" Bon-Bon cried out.

"Ladies and gentlemen prepare yourselves for the one of a kind, amazing, one woman comedy show!" A voice called out.

"Please don't let it be her." Shadow moaned.

The lights of the gym the lit up on the stage, revealing Pinkie Pie. She was wearing a purple clown outfit, and her face was covered in makeup, making it white with red lips, and two red marks on her cheeks. She was holding a microphone and wore a crazy smile on her face.

"Dammit." Shadow muttered under his breath.

"All rights folks. For the next couple of hours, days, weeks, months, or however long you want it, I'll be providing your entertainment. I hope to really knock you dead with it." Pinkie said menacingly.

"Miss Pie! I demand you get off the stage at once!" Vice-Principal Luna yelled. "If you do, maybe you'll get off leniently for the stunt you've pulled."

Pinkie then turned to Vice-Principal Luna. She pulled out a black voice changer and started talking in Principal Celestia's voice.

"Pipe down, baby sis. I, Principal Celestia, have personally approved of this show. So sit down, and enjoy. I command you." Pinkie said in a mocking tone

"That's enough." Principal Celestia said. She and Vice-Principal Luna approached Pinkie but she pulled out some sprinkles, and put them in her hand. They glowed pink, and she threw at Celestia's and Luna's feet, exploding as they did, which made both of them jump back in fright.

"I'd let me finish if I were you." Pinkie warned. "Trust me, you'll have a blast. Just enjoy the show, and for your sakes, I hope you do."

Pinkie then turned to face the rest of the student body.

"All right, let's start with some jokes. When I woke up today, I threw my alarm clock out the window. I guess I wanted to see time fly." Pinkie said.

"Why don't people ever throw parties in freezers? It would be a great place to chill. It would be ice to be there."

"I don't see the apeel of these fruits." Pinkie said as she was peeling a banana. The whole gym was silent as she continued her act.

"This is awful." Shadow said, but not loud enough for Pinkie to hear/

"C'mon, I haven't heard a snicker out of any of you. That would be egg-scelent." Pinkie said as she juggled eggs.

"I change my mind. This beyond awful." Shadow complained.

"Tough crowd." Pinkie said as she slumped her shoulders, apparently sad. She then perked up. "I wonder how tough." She then put a handful of sprinkles in her hand, charged them up, and threw them at the ceiling above the crowd. The sprinkles then blew up the ceiling, causing debris to fall. Everybody looked up in horror as they were about to be crushed by the debris, and started screaming. In a flash, Shadow jumped mid-air and charged as a black streak through all of the debris before it crushed the students. He then landed on the stage next to Pinkie Pie.

"Oh goody, I was going to ask for a volunteer." Pinkie said happily.

Shadow glared at her. He then walked over to her and noticed her eyes.

"Your eyes. Their red." Shadow said.

"You're gazing into my eyes. That's sooooo romantic, Shady." Pinkie said as she batted her eyes at him in a flirtatious manner. Shadow ignored her and grabbed her wrist.

"Knuckles mention something about you and your friends being strange. While most of your antics are unbelievably obnoxious, you wouldn't hurt anyone. What's going on?" Shadow interrogated.

"Hey, Shady here's a card." Pinkie said as she pulled her wrist away from Shadow and threw a card at him. Shadow caught it and looked down to the card. It was the Black Joker card. Without warning, the card glowed hot pink, and exploded, leaving a large pink smoke cloud.

"Well, I guess that was a real killer." Pinkie said deviously. She then laughed. Shadow then teleport behind her, without a scratch on him. Pinkie then turned around and frowned.

"No, no, no! You're supposed to be blown up!" She said frustrated.

"This has gone on long enough. I'll set my Chaos Spears to stun." Shadow said as he generated a Chaos Spear. He then threw it at Pinkie who dodged it surprisingly easily. Shadow then generated another one and threw it again. Pinkie also dodged evaded it. Shadow then continued to throw Chaos Spear after Chaos Spear but Pinkie dodged all of them almost with no effort. She skipped, jumped, cart-wheeled, ducked, and did a number of maneuvers to avoid them.

"Wow, Shady maybe if you actually aimed for me, I'd get hit." Pinkie taunted. Shadow then teleported, and appeared behind Pinkie, with a Chaos Spear in her hand. He tried to hit her with it, but Pinkie at the last second moved her head and the spear missed her. She then jumped back from Shadow.

"All right, how are you able to dodge my spears? The difference in our speed is gigantic!" Shadow said with grit teeth.

"My Pinkie sense, duh!" Pinkie responded.

"That raises more questions than it answers. But anyway, you're mine!" Shadow said as he started to dash at super-speed around Pinkie. She tried to dart her eyes back and forth to keep track of him, but he was moving too fast. Pinkie started to get dizzy, and as she was, Shadow stunned her in the back with Chaos Spear. She then fell towards the ground, apparently unconscious, but Shadow caught her before she hit it.

"Now that's the end of that." Shadow said with relief. Suddenly Pinkie woke up, grabbed Shadow by the collar, and pulled him in for a long, passionate kiss(the comedic kind not the romantic kind). Shadow's eyes widened in shock. Everyone one in the gym looked at each other with Flash turning to Knuckles, who shrugged.

"MMMMMMMMMMM-MWAH." Pinkie exclaimed as she broke the kiss, and pushed Shadow back. Shadow staggered, and gagged. He then looked at Pinkie with fury after he wiped his mouth.

"Are you mocking me?!" Shadow said angrily. His hands glowed green with Chaos energy.

"Oh, Shads, you're overreacting. You act like you've never kissed a girl before. Besides if I were you, I would check my jacket." Pinkie said with a wink.

"What are you-?". Shadow started to say when the white fur on his jacket started to glow pink. Shadow looked down and saw a bunch of glowing sprinkles them. They all exploded, leaving a large pink explosion which engulfed Shadow. As the explosion died down, Shadow staggered and came down to his knees. His clothes had burn marks, and pink smoke was emitting from him. Pinkie then threw a note at him, which he caught in his hands. It read _"Dear Shady, if you want to find me for more sugar, check out Sugar-Cube corner."_ The note then exploded, blowing Shadow back, and causing him to slide across the stage. When Shadow got up, Pinkie was gone. Fuming, Shadow rose up as Knuckles joined him on the stage.

"Shadow, you okay?" Knuckles asked. Without saying a word, Shadow teleported away, obviously to pursue Pinkie.

Rarity then brought down the storm of diamonds on Silver, but Silver teleported before any of them managed to hit him, causing them to be impaled on the ground.

"Darn, where did he go?" Rarity grumbled as she looked around for Silver.

A green, energy blade made of psychic energy(vertically shaped) was then launched towards Rarity. She conjured a shield to block the blade, but the force still blew her back, and she crashed on the ground. Silver then lifted Rarity in a green bubble of psychic energy and held her mid-air.

"Rarity, just stand down." Silver said.

"I do as I choose, and I answer to no one!" Rarity said. "Besides, if I were you, I'd be the one to stand down. Look around." Silver did as he was told and saw hundreds of diamond surrounding him, and pointed in his direction.

"You are aware I can just teleport out of this right?" Silver asked Rarity.

"Silence!" Rarity said as she brought down the diamond storm on Silver. Silver sighed, and teleported, dodging all of them with Rarity still in his psychic grip. He then reappeared a few feet from where he previously was, and tightened his grip on Rarity.

"Ow!" Rarity cried out as she felt Silver's grip tighten around her. She closed her as she winced in pain. "Wait a minute, Silver? What's going on? What am I doing?"

"Nice try, Rarity." Silver said. "I know that you're trying to trick me. But it won't work. I'm not Knuckles, no offense to him." Silver made his hold stronger.

"Ow, ow, ow, ow! Silver why are you doing this?" Rarity said now in a more gentle, scared tone than the one she was previously speaking in. "You're hurting me!"

"It's not going to work. Just give it up, Rarity!" Silver barked, but there was a hint of doubt in his voice. "(What if she really is back to normal? Then I'm actually hurting Rarity.)."

Suddenly Rarity opened her eyes, and instead of the bright red color that they recently had, they were blue like her original eye color. When he saw them, Silver loosened his grip, and let Rarity go, causing her to fall on the ground. Silver then went towards her and helped her up.

"Rarity! Are you okay?" Silver said.

"I'm fine. Thank you, darling." Rarity said as she took his hand.

"What happened? Why were you acting so crazy?" Silver asked her.

"I don't know. I-." Rarity started to say, when suddenly she conjured a diamond shield on her fist, and hit Silver in the face with it hard, knocking him unconscious as he hit the ground a few feet away. Rarity then stood over him with a smug look on her face. He was out cold now.

"I can't believe you actually fell for that trick. I guess you're as dumb as your hair looks." Rarity sneered as she removed two small diamond shields from her eyes which she had used as lenses to make it appear she was back to normal. Rarity then placed the diamond on her fist at a Silver's neck.

"I should punish you severely for daring to oppose me, you insignificant worm. Along with the fact that you actually dare to go out with hair like that. But your clothes are surprisingly good for someone of your status. So I'll let you go for today. Besides, I have better things to do, and a city to conquer, so bye!" Rarity said as she conjured more diamonds shaped them in a throne, sat in it and exited the scenario, leaving Silver alone.

At Sugarcube Corner customers were sitting down, and enjoying their meals, while Mr. and Mrs. Cake were at the counter taking orders. Suddenly Shadow burst through the door, clearly angry. He stomped over to the counter in rage.

"Um, Hello Shadow, dearie. Is there anything we can do for you?" Mrs. Cake said nervously as Shadow approached the counter.

"Where. Is. Pinkie Pie?!" Shadow demanded, causing both of the Cake's to gulp in fear.

"She's upstairs in the twin's room. She arrived a few minutes before you came, and said she needed to see them for a surprise she's working on." Mr. Cake said with fear in his voice. "But shouldn't you kids be in scho-."

Mr. Cake didn't get a chance to finish as Shadow dashed upstairs.

Shadow then burst into Pumpkin and Pound Cake's room. There were both of the twins, seated on the floor, while Pinkie was in front of them juggling various baby toys/objects(pacifiers, rattles, stuffed animals and cubes.)

"Oh, good Shady you're here!" Pinkie exclaimed as she noticed him. "You're just in time for the second part of the act!"

"I'm done playing your idiotic games!" Shadow declared. He generated a Chaos Spear in his hand.

Pinkie then threw all the objects she was juggling on the floor, forming a circle around the babies and then started walked around the room.

"Shady, Shady, Shady, Shady." Pinkie said as she touched a number of objects in the room as she walked(lamps, posters, drawers, etc). "You really know how to be a buzzkill. You should really smile more often. You might end up dead otherwise."

"It's time for the clown to bow out, Pinkie." Shadow growled. He prepared to throw the spear.

"Ah-ah-ah. I wouldn't do that if I were you." Pinkie said as she waved her finger at him. "You could stop me. But then who will stop all of these things I just touched from exploding? When I'm done Pumpkin and Pound will be here, and there, and there, and there, and there." She explained as she pointed at various places across the room.

"You're bluffing." Shadow said as he began to lower his spear. "You would never do that. I know you wouldn't."

"First rule of comedy, Shady. Surprise em." Pinkie said. She then snapped her fingers, and all the objects she touched began to glow hot pink. Shadow's eyes widened in shock.

"Until next time, Shads!" Pinkie said as she blew a kiss at Shadow, and jumped out the window. Shadow went to pursue her, but then he remembered the twins. Shadow raced towards them just as all the objects Pinkie touched glowed even brighter, and exploded, creating a large Pink explosion which shook all of Sugarcube corner. Everyone in the cafe, felt the explosion and looked up in terror and astonishment.

"What was that?!" Mr. Cake screamed

"I don't know. But it sounded like it came from upstairs." Mrs. Cake said. A look of dread then came over her face. "The twins! What about the twins!?"

Shadow then appeared in front of the two of them. Smoke was emitting from his body, his clothes were torn with burn marks in many places, and his hair was a mess as well.

"Shadow, what happened?! What about the twins?!" Mrs. Cake asked with panic in her voice.

Shadow then revealed that in his arms where both of the twins unharmed. They were smiling and giggling.

"Got…to…them…at…the…last….minute. I…..took…the…..brunt…..of…..the…..blast." Shadow said weakly. He handed both of them to the Cakes.

"Thank you so much Shadow!" Mr. Cake said as he took Pumpkin, while Mrs. Cake took Pound. "How can we ever repay you?"

"Talk…..about…that…..later." "Must…..get…..Pinkie. For…..REVENGE!"

Shadow then rose up and started to walk outside of Sugarcube. All of a sudden, he collapsed and crashed into a table.

"Who…put…that..table…there?" Shadow managed to say before he lost consciousness. Mr. and Mrs. Cake then rushed towards him to make sure he was okay.

Pinkie was bouncing around Canterlot with a pogo stick, clearly satisfied with her latest "prank."

"That was fun! I wonder who I'm gonna knock dead next!" Pinkie exclaimed. She then let out a maniacal laugh as she continued to bounce around the city.

 **Author's note: Wow, looks like most of the Rainbooms are out of control, even Shadow can't handle them! Do Sonic and the rest stand a chance? Anyway, thanks for reading, fav and review! Enjoy and take care! Later.**


	4. Forces of Nature

Forces of Nature

As Manic was dashing to the animal center through the city of Canterlot, a number of thoughts were crossing his mind as he placed his hand on his chin.

"(I wonder what caused Fluttershy to want to meet suddenly?)" Manic thought to himself. (Was it that she finally realized my drumming skills belonged to a true genius born once every century? Did she finally realize how much of a dashing rogue I am? Could it have been my pick up lines, which she finally saw were golden?)".

"(Speaking of picking…)". Manic noticed as he was running that there was a field next to him covered in multiple bright colored flowers each of them showing the different colors of the rainbow. Manic grinned, and a green streak suddenly went past the field. Manic was now holding 7 flowers, each of them a different color. Manic sniffed them and smiled.

"What is that smell? Oh, wait a minute. It's happiness!" Manic said cheerfully as he finished sniffing the flowers. He then continued on his way to the animal center.

Manic arrived instantly at the shelter but as he came to stop, he noticed there was something...off about the place. First of all, all the windows were smashed, and the lights were off. Second, it was covered in vines, flowers, grass, wood, mushrooms, and other things a person would expect if they were in the forest.

"Okay, I've been here about once or twice, but I have a strong feeling this isn't what its supposed to look like." Manic said as he observed the scene. "It looks like something crazy happened here. Is that why Fluttershy called? What if she's in danger? Hang on Fluttershy, you're knight in shining armor is coming to your rescue!

Manic then dashed into the animal shelter as a green streak. Inside the receptionist office, it was covered by vegetation as well, the same type as outside. There was no one else there. It gave off a very creepy vibe.

"Fluttershy! Fluttershy!" Manic called, but no one answered. He then went into the room where the animals were kept in either cages or containers. As Manic opened the door, again he saw the room was covered in vegetation . But what was even more surprising was that the animal cages and containers were empty. In fact, most of the cages(for dogs, cats, hamsters, birds) looked bent, and the glass for most of the containers(snakes, spiders, butterflies, and other insects) was smashed. Manic was getting uncomfortable as his eyes darted around the room.

"Okay, now I REALLY don't like this." Manic said nervously as he began to back up. "It looks like there was some kind of fight here or something. I hope Fluttershy's okay."

Suddenly in the back of the room, covered in bushes, the bushes began to rustle. Manic heard the noise and turned towards it. He approached it slowly.

"Hello? Who's there? Show yourself!" Manic commanded. The bush began to move even more until a figure started to arise out of them. The figure had bright red eyes. Then the sound of fingers snapping was heard, and the light turned on. Manic covered his eyes due to the brightness.

"So you've decided to show yourself eh? You'd better tell me what you've done with Fluttershy or I'll-." Manic started to say as he adjusted his eyes to the brightness and opened them. He saw the figure and gasped in surprise. It was Fluttershy. But she looked different. She was wearing what it appeared to be a skirt that was made of green leaves. Her top was also made of leaves as well, but it didn't cover her shoulders or back. Green vines with red flowers decorated her hair, arms, and feet(she was barefoot). It took some time for Manic to process this.

"(Fluttershy? Yes. New outfit. Do I like? Yes. Something off about this? Yes. What to do? Gather more information before taking next course of action)." He thought to himself. Fluttershy then walked over to him, slowly. She then placed her hand on his cheek, making Manic turn red a little.

"Hello, Manic. I'm so sorry I wasn't there to greet you at the front door. I had some "business" to attend do." Fluttershy said in a soft, yet seductive tone.

"I-It's all right." Manic said, a little flustered. Fluttershy then started to stroke his hair, making him blush more. "Um, w-what are you doing?"

"Oh, please excuse me. I just love your hair. It's like a mini-garden or grass field. Perfectly in touch with nature, untouched by corruption." Fluttershy praised.

"N-no problem. Carry on." Manic replied. He then took out the flowers he brought with him and placed them in front of Fluttershy. "I-I uh, g-got these for you."

"How wonderful. Thank you, Manic." Fluttershy said as she took them from him and sniffed their scent. "These flowers smell wonderful. Where did you get them?"

"In a field I passed before coming here." He explained. Fluttershy then got a frown on her face. "Is something wrong?

"Oh, it's nothing. I'm just thinking how the flowers you took from their natural habitat could've have been the favorite flowers of a bunch of bees. These bees today probably won't be able to pollinate their favorite flowers and will be sad. All because of you." She said with a slight edge in her voice.

"Um, are you mad at me?" Manic said.

"Why would I be mad at you?" Fluttershy said. "It was a little accident, accidents which probably happen everyday because of people like you and deprive poor little animals of the good things in their life. But don't worry justice will be served soon."

"Right. So, why did you call me here? Do you need help cleaning this place up because of whatever happened in here or something?" Manic said, a bit unnerved by Fluttershy's behavior.

"Clean this place up? Heavens no! This place has been brought into one with nature, like how everything should. I've restored balance." She explained. "The reason you're here is very special. All my friends will love it."

"Friends?" Manic asked. All of a sudden, out of the vegetation emerged animals that were missing from their cages, who began to surround Fluttershy. In fact, even animals from the forest such as squirrels, beavers, deer, and raccoons. Manic was taken aback.

"Uh, Fluttershy why are all the animals out of their cages, and why do you have forest creatures here as well? This is kind of weirding me out." Manic said uneasily .

"Why is this weird? I'm merely restoring proper balance and giving these animals what they deserve. The animals who were locked up here didn't deserve to be trapped until some worthless human came along and took them to another prison. I set them free, so they could be with their other free-roaming brethren." Fluttershy said.

"What about the owners? Are they okay with this?

"We reached an understanding. Besides, they won't be back anytime soon. Decided it was "best" I take over from now on. Humans are really foolish aren't they? They try to suppress nature, tame it, and become its masters. But they are dealing with forces they can't understand."

"(All right something is seriously wrong with Fluttershy? She's acting creepy, and going on about this nonsense about justice, foolish humans, and other crap. Could it be? Is she-)." Manic thought to himself, when suddenly Fluttershy approached him and wrapped her arms around him. Manic turned red as a tomato and lost his train of thought.

"Manic, you should stop asking so many questions." She said as she tickled his chin. "Soon everything will be better, trust me. Now come on. Let's go have lunch." Fluttershy let him go and walked forward deeper into the vegetation. Manic started to follow her before he heard a noise coming from a bush behind him. Manic turned around, and out the bush came Angel Bunny, with a look of panic on his face. Manic rolled his eyes when he saw the rabbits presence. Angel then came towards Manic and started tugging his leg desperately. He motioned for Manic to exit by pointing at the door.

"Oh for the love of-. Listen I don't have time to deal with you. Fluttershy, and I are going to have lunch. Aside from the animals who don't count as people, this will be a great chance for me to have some alone time with her, and make my move. I don't need you screwing this up. Go eat a carrot or something." Manic said with an annoyed tone. Angel shook his head and did a notion of sliding his finger across his neck.

"Are you threatening me? You know what? Do your worst. You're just a little rabbit. You can't do anything to me." Manic said. He then picked up Angel and gave him a small toss into the bushes nearby. "Now that takes care of that." Manic then followed Fluttershy deeper into vegetation. It was like walking into a mini-forest or something. He then saw Fluttershy sitting on a patch of grass covering the floor. She then motioned for Manic to sit next to her, which he did with a grin.

"Sorry, I'm late. I had to deal with a pest. I'm starved. What are we eating?" Manic asked, making Fluttershy chuckle a bit. "What's so funny?"He then felt wet stuff falling on his head and became disgusted. "Fluttershy, I think the roof is leaking or something. You should get that checked out." Fluttershy chuckled again.

"Oh, Manic. You amuse me so much with your ignorance." She said with a devious smile.

"Hey, that was uncalled for. What's with the insults?" Manic protested Fluttershy pointed upwards, and Manic looked up. What he thought was a leaking roof was actually a large bear! It was drooling and grinned menacingly at Manic. Manic yelped in fright, and dashed away from it, taking Fluttershy with him. He then put himself between the bear and Fluttershy.

"A bear! Why is there a bear here?!" Manic said in shock.

"He's here for lunch." Fluttershy calmly explained, not surprised by the bear at all.

"Lunch? What's his meal? You and I?!"

"No, just you. In fact, you're everyone's meal."

"Wait, what the-." Manic started to say before he felt a wicked pinch in his leg. He then started to feel dizzy as he began to fall tot he floor. As he lost consciousness he looked up and saw a spider crawl into Fluttershy's hand as she flashed a sinister smile..

Back at CHS, Knuckles was walking the hallway, trying to piece together what was happening so far.

"Okay, Rainbow Dash for some reason is evil, challenged Sonic to a race, and the two of them exploded or something. Twilight, Tails, and the Crusaders went to check on them. Manic went to go do whatever with Fluttershy, but he hasn't come back yet which isn't a good sign. Silver's also missing, along with Rarity and Shadow went to get revenge on Pinkie, who is also evil. All that's left is Applejack. But who knows, maybe she's normal. Maybe these are all the problems for the day." Knuckles said to himself. All of a sudden Knuckles heard a high-pitched scream coming from the end of the hallway and sighed,

"Why did I have to jinx it?" Knuckles groaned as he went to the end of the hallway. Knuckles arrived at the main lobby of the school where he saw Bulk Biceps on his knees. His right arm was being crushed by someone. That someone was Applejack! Applejack was wearing an all-black female business suit with a black and gray tie. Instead of her usual hat, she was wearing a black top hat. A crowd of students was around them, and they had a fearful look on their faces.

"I warned y'all that anyone who tries to cross my hallway without payin' a fee, is going to be in for some pain!" Applejack snarled as she crushed Bulk's arm tighter.

"I just got here! I didn't know!" Bulk cried out.

"No excuses! My family helped build this school, and it's time y'all start givin' back to us what we deserve!" She shouted. "I'm lettin' you go this one time, but to spread a message. Anyone who wants to cross this area has to pay a fee of 50 dollars, no excuses! Tell 'em also the library cost 80 dollars, the cafeteria 150 dollars, the field 90 dollars, and the gym 170 dollars! Anyone who doesn't pay can just quit comin' to school! In fact, I'll build a wall to keep 'em out. Understand?!

Bulk nodded greatly, which made Applejack let him go, and he ran as far away as he could. Everyone else in the crowd looked at each other nervously before Applejack noticed them.

"Hey! Are y'all deaf or what?! You heard me, pay up! 50 dollars if you want to cross! Applejack yelled at them. Nobody moved out of fear. "I guess I'll have to come over, and teach y'all a lesson like I did with Bulk! But I won't go easy this time!

Applejack started to approach the students when Knuckles came in front of her.

"Knuckles? What in tarnation are you doin'? Wait a minute, you just used the hallway. Pay up!" Applejack said she got into Knuckles' face.

"Okay, just calm down Applejack." Knuckles said as he raised his hands. "What's up with this whole "fee" thing. You can't charge people for using the hallway. They're just walking."

"Shows what you know! It's time ma family gets reimbursed for all the sweat and hard work they put into to building this dump. We should be millionaires, but this school cheated us. I'm takin' back what's mine! She explained harshly.

"Applejack, I don't think things work like that. Anyway, you need to-." Knuckles said as he put his hand on Applejack's shoulder. When he did, Applejack grabbed his hand and used it to throw Knuckles at the ceiling, but before he crashed into it,he stuck his spikes into the ceiling, preventing him from hitting it and was now hanging on to the ceiling.

"Do you know how much that ceiling cost?" Applejack asked annoyed. "I'm addin' it to your debt!"

As Knuckles was hanging from the ceiling, he noticed that Applejack's eyes were red. Something was definitely off. He then dropped down from the ceiling in front of Applejack. She glared at him intensely.

"You're in for a world of hurt!" Applejack said as she charged towards Knuckles. She threw a punch but Knuckles held it. She threw another one, but he held it as well.

"Give it up, Applejack." Knuckles said. "I'm much stronger than you."

"Oh really?" Applejack said. She then head butted Knuckles, making him stagger back. She then punched him in the stomach, knocking the wind out of him. She then elbowed him to the ground, making the ground crack as he hit it. Applejack then lifted him up and prepared to throw another punch, but Knuckles grabbed her right arm with his left hand and using his free right hand, he pushed Applejack, sending her flying across the hallway, and crashing into the wall. cracking it as she made contact with it. Applejack then slumped towards the ground apparently unconscious.

"Hope I didn't use too much force. Anyway, that takes care of-." Knuckles began to say when he noticed Applejack rising without a scratch on her. She looked angrier than before and clenched her fist.

"At this point, yer debt is risin' so fast by the time yer in yer grave, you won't be able to cover it. But that'll be in a short time." Applejack said menacingly as she rushed towards Knuckles.

Manic slowly started to open his eyes. He was groggy and tired. As he was opening them he noticed something was off about the world. He felt as if he was upside down or something. Manic then fully opened his eyes and observed his surrounding. It turns out he really was upside down! He was tied up with green vines and suspended from a larger green one. Beneath him was large cauldron with boiling hot water. Fluttershy, and her animals friends surrounded it and were looking up at him.

"Okay, Fluttershy I admit, I really dig the new outfit. I mean, extremely dig it. But, I don't like you whole crazy attitude. Untie me right now!" Manic demanded.

"Oh Manic, you should be honored!" Fluttershy said as she was petting a squirrel in her arm. "By being a meal for my friends, you will give them the strength they need to overcome the foolish humans, and take back what is rightfully theirs!"

"Quick question. Do you hate humans?" Manic asked her.

"Of course I do. I hate all humans!" She yelled. "For generations, they have stolen from my friends and destroyed their homes. I want to get justice for the crimes they have committed. They will be punished for their insolence!"

"That makes no sense at all. You're a human yourself! Why are you exempted from your revenge plan? By your logic, you should be punishing yourself." Manic pointed

"Well, I, uh. I'm uh, not really a human! My body may be one, but my mind is one with nature!" Fluttershy exclaimed as the animals went closer to her.

"Really? That's the best you can come up with? Anyway, I've had enough of this. Time to break out." Manic said. He tried to move, but he couldn't move any of his limbs at all. In fact, he couldn't feel them. Struggle as he did, his body did not obey him.

"Having trouble Manic?" Fluttershy asked with a devious tone. "I'm sure you're feeling Mr. Spidey's venom right now." A black spider with a blue hourglass then came into Fluttershy's hand.

"Spider-venom. Oh boy. Guess I'll try this. Hey, Fluttershy, have I told you you're looking awesome in that outfit?" Manic said coolly, making Fluttershy roll her eyes.

"More expression of human superficialness," She growled. "Lower him." 3 squirrels climbed to the top of the vine, and began chewing it, lowering Manic. He gulped. It wasn't looking good

"(Whelp, I guess this it it. I always thought I'd die in a blaze of glory. Declared a hero. But-wait a minute is that Angel?)". Manic thought to himself when he saw in the corner, hidden in a bush, the faint image of Angel. Angel poked his head and motioned to his lips for Manic to be quiet. Angel pulled out a blow dart staff and attached a small syringe filled with red liquid in it to one end. He put the staff in his mouth with the syringe end facing outward and then aimed at Manic.

"(What's he doing?)". Manic thought. Angel then blew, and the syringe shot, and hit Manic in the throat, making him wince in pain. Suddenly, a rush of energy came through Manic's body, and he could feel his limbs.

"(What, I can feel my limbs again! I guess that rabbit is good for something after all!)". Manic thought excitedly. Suddenly the squirrels finished chewing the vine, and it broke, dropping Manic. Manic, however ,with control over his body returned, broke out the vines easily, much to the shock of Fluttershy, who had a surprised look on her face. He then did a flip just as almost landed in the cauldron,and used his feet to kick off it, spilling the contents of it as he landed on the ground.

"What? This is impossible. The blue hourglass Spider's venom is impossible to recover from! It paralyzes the body indefinitely unless one has the antidote!" Fluttershy said. Just then Angel leaped out the bushes, and came on Manic's right shoulder. Manic took the syringe out of his neck, and showed it to Flutterhsy.

"If it wasn't for this little guy, I would've been dead." Manic said as he looked at Angel. "I'm sorry about the whole throwing you in the bushes thing. Are we cool for now?" Angel nodded his head. Both of them turned to face Fluttershy.

"Traitor! How dare you side with those vermin, Angel! You will be punished along with them!" Fluttershy shrieked. Her animals then pulled out spears and aimed them at Manic and Angel.

"Give it up, Fluttershy. Even with your army of animals, you're no-woah." Manic said as suddenly came to his knees, out of breath. He then looked and saw the room was spinning. He held his head in pain. A smirk came on Fluttershy's face.

"You fool. Even if you take the antidote, it will take some time for your body to adjust, and the conflict between the poison and the antidote will yield side-effects. You'll be easy to finish." Fluttershy said triumphantly. She and her animal friends approached Manic, and Angel.

"(Fluttershy's right. I can barely stand up right even after taking the antidote. There's only one thing to do.)." Manic thought to himself. "Run Away!" He grabbed Angel, and as fast as he could, he bolted out the animal shelter.

Knuckles and Applejack were in a power struggle, each of them trying to push the other back.

"(Okay, she's a lot tougher than I thought, but this isn't too much of a problem, just have to put my back into it)." Knuckles thought to himself. He then pushed with more force, and started to slide Applejack back, causing her to nearly lose her footing. Knuckles then lifted her up and threw Applejack in the air up to the ceiling. Like Knuckles before, Applejack was able to avoid crashing into it by stick her fist out, causing them to enter the ceiling instead of her whole body.

"Hey come up with your own ideas." Knuckles called to her.

"Ah've made it better!" Applejack retorted. "In fact, I'm also chargin' you for doing it worse than I did!"

"What are you talking about? You did it the exact same wa-oh crap!" Knuckles shouted, when Applejack used her hand stuck in the ceiling, to rip out a huge block from it(the size of a boulder), and came crashing towards him with it. Knuckles readied a punch, and with one blow shattered the block, but amidst the shattered pieces, Applejack's fist came out, and she landed a punch on Knuckles's face, creating a shockwave. Or so it seemed. Knuckles managed to block Applejack's blow, and quickly punched her and she was sent sprawling on the ground. Knuckles then walked over to Applejack who struggled to get up.

"You varmint!" Applejack said as she held her sides in pain. "I expect you to pay for all my medical bills!"

"Will you shut up about money for at least 5 seconds?" Knuckles said in annoyance as he raised a fist. "Sorry, Applejack but this is for your own good." Before Knuckles could deliver the finishing blow, AppleJack smirked and another large piece of the roof(half the size of the previous one) from where Applejack had taken her piece from, suddenly broke off, and fell towards the ground. It hit Knuckles right in the head, shattering into tiny pieces at it made impact. He was still for a moment, before he fell to the ground, completely unconscious. Applejack rose up, and poked him a few times. He didn't move at all. Applejack then got a smug look on her face.

"That's what ya deserve for messin' with an Apple!" Applejack declared haughtily. She then looked up, and saw a huge hole in the roof, courtesy of her fight with Knuckles. She then turned towards the group of students who had witnessed her fight with Knuckles. She gave them an angry look.

"Well, what are you waitin' for?! That roof won't fix itself! I'm chargin' all of you triple for lettin' this happen instead of just payin' the normal fee like yer supposed to!" Applejack shouted making all of them wince in fear. "To make sure he doesn't cause any more trouble." Applejack then lifted up Knuckles and threw him as hard as she could through the hole in the roof, leaving a red twinkle as he disappeared in the sky.

 **Author's note: The evil Rainbooms really are out of control! Sonic and the others really have their hands full! But what about Sunset Shimmer? Is she ok or is there more to her than meets the eye? Anyway, thanks for reading, fav and review! Enjoy and take care! Later.**


	5. The Magic of Fiendship

TheMagic of Fiendship

Tails, Twilight, and the Crusaders arrived at the location where Rainbow Dash's Sonic Rainboom and Sonic's Sonic Boom collided. It was a field where all of the grass that was previously on it had been blown away by the pure force of the collision, revealing the brown ground underneath. Rainbow colored smoke was also leaking from the area. Tails, Twilight, and the Crusaders immediately started searching for signs of Rainbow Dash or Sonic.

"Are you sure this is the place, Twilight?" Apple Bloom asked. "I don't see Sonic or Rainbow Dash anywhere."

"It's got to be." Tails responded as paced around the area looking for signs. "How many other places looked like they exploded, and have rainbow smoked coming from them?"

"I hope Sonic and Rainbow Dash are okay." Sweetie Belle said with worry in her voice. "This place looks pretty totaled."

"Yeah." Scootaloo said in agreement. "Plus we need to ask Rainbow Dash how she beat Sonic." Tails rolled his eyes at Scootaloo's statement.

"For the last time Scootaloo, it is impossible for Rainbow Dash to beat Sonic. He's way out of her league. Give up on this nonsense." Tails said with annoyance in his voice, making Scootaloo turn to him sharply.

"Really? From the looks of things, it seems to me that Rainbow Dash is the cause of all the messed up stuff we see here. Also, the explosion we saw was colored like a rainbow. That proves whatever Sonic did, Rainbow Dash did it better. And thus she's faster." Scootaloo said as she walked up to Tails, and came in his face.

"It does not." Tails replied.

"Does too."

"Does not."

"Does too."

"Does not."

"Guys, really?" Twilight said with a hint of annoyance towards Scootaloo, and Tails. "We have no idea where Sonic or Rainbow Dash are, and all you care about is who's faster? Keep searching, and we'll have this discussion later." She then got a small smile on her face.

Though I admit if I studied the resulting damage from the area in more detail, and calculated the exact speed Sonic and Rainbow Dash were running at, I could determine who was more responsible for the damage, and this might indicate who was faster. That sounds like a fun experiment. It's been awhile since I've done velocity, and motion equations". Twilight added with slight excitement in her voice.

Suddenly she heard a groan coming from a few feet away and turned her head left.

"Did you hear that?" Twilight asked the others.

"Hear what?" Apple Bloom responded.

"It sounded like someone was moaning." Twilight said. Again she heard a moaning sound. Twilight followed the sound and came across a small hill. She then looked down and saw Sonic and Rainbow Dash. both unconscious and on the ground. Sonic was lying with his arms spread out, and Rainbow Dash was on top of him with her arms spread over his chest.

"Everyone come quickly!" Twilight yelled. "I've found Sonic, and Rainbow Dash!"

Tails and the Crusaders arrived where Twilight was and saw the same scene she did.

"Thank goodness they're okay." Apple Bloom said with relief.

"Awww, it looks like their cuddling. How cute!" Sweetie Belle squealed with delight in her voice as she clasped her hands together.

"Ew, give me a break, Sweetie Belle." Scootaloo said as she rolled her eyes. Tails got out his phone and took a picture of the two of them.

"This should come in handy one day." Tails said with a small smile on his face. He and everyone else descended to the bottom of the hill and approached Sonic, and Rainbow Dash. Twilight knelt beside them and examined their condition.

"How do they look, Twilight?" Apple Bloom asked.

"Well it doesn't appear that they've suffered that much damage aside from a few bruises, but we should get them back to school, and have them checked out to make sure things are all right." Twilight said. Using telekinesis, she surrounded both of them in a purple aura and lifted them up though it took some effort.

"That won't be necessary Twilight." A familiar voice said. Twilight and the others turned around and saw Sunset Shimmer approaching them. Her attire changed as she was wearing flame shaped red shoes. She wore a black flowing dress with flames on the back with red tights underneath the bottom part of the dress. The top part of the dress had her wearing a red corset with the symbol of a golden phoenix on it. The center of the dress starting from the corset, and going to her chest was black with red on the right and left sides. She had a gold neckband, and gold featherlike shoulder pads. Her hair was in a long ponytail, and she was wearing a phoenix shaped crown.

"Sunset, I'm so glad to see you." Twilight said with relief in her voice. "I tried to contact you, but you didn't respond to my calls. I was really worried."

"What's up with the new look?" Sweetie Belle asked. "It looks amazing."

"I'm sorry I didn't return your calls Twilight I had to deal with some issues." Sunset said as she now stood close to them. "And to you Sweetie Belle, I thought my old look wasn't fitting of who I am now."

"What do you mean by that?" Apple Bloom quizzically said.

"We'll deal with that later." Sunset responded. "Anyway, Twilight as I said, it won't be necessary to take both Sonic and Rainbow Dash back to school. I'll be taking Rainbow Dash."

"Why do you need Rainbow Dash?" Scootaloo asked. "We need her to tell us how she beat Sonic."

"Will you give up with that?!" Tails snapped.

"Rainbow Dash is an essential asset to my plan, and I need her." Sunset said.

"Sunset what are you talking about?" Twilight asked with a little concern. "What plan, and what do you need Rainbow Dash for exactly."

"Twilight, I really don't have time to explain my plans to you." Sunset said with slight irritation in her voice. "Give me Rainbow Dash." As Sunset said that, her eyes flashed red. Twilight noticed this. Something clearly was off about her.

"No. Sunset I don't know what's going on with you, but there's something wrong with you." Twilight responded. "Maybe you should come back with us to school."

"Twilight, I'm going to tell you one more time, and this time I don't expect any resistance. Hand over Rainbow Dash." Sunset demanded, now with clear hostility in her voice.

"Sunset, I think Twilight is right." Tails said as he walked up to her. "I think you should-".

Suddenly Sunset grabbed Tails by the forehead, and her eyes flashed white. There was a flash of light, and suddenly Tails was floating in a location where there was a background of yellow, and many objects familiar to him were floating such the as the Tornado, his Energy Ball cannon, the Speed Star, the T-pup, and other inventions familiar to him.

"Huh? Where am I?" Tails said, his voice having an echo as he did. Suddenly before Tails, a large fiery phoenix appeared before him, and suddenly the entire location was covered in flames with all the floating objects being engulfed by flames as well. The phoenix let out a cry and flew towards Tails engulfing him in flames as well. He screamed as the phoenix came towards him . Back in reality, Tails was screaming as Sunset was grabbing his forehead. Her eyes flashed back to normal as she let go of Tails and dropped him towards the ground but before she did, Sunset grabbed Tails watch(the one to summon his Energy Ball arm cannon). She then placed the watch on her, pressed a sequence of 3 buttons on it, and summoned the arm cannon. She then aimed the cannon at Twilight and the Crusaders.

"Tails!" Scootaloo said as she went to his side as lied on the ground, and began to shake him. "Tails wake up!"

"What did you do to Tails?!" Sweetie Belle demanded.

"I just used to him extract some information I needed, that's all. Though I think I might've broken his mind by accident while doing so." Sunset said nonchalantly.

"You did what?!" Apple Bloom said shocked.

"Sunset, why are you doing this? What's wrong with you?" Twilight asked her now clearly evil friend.

Sunset responded by firing an energy sphere from the Energy Ball, which instead of being yellow, was now orange in color, at Twilight. Twilight released Sonic, and Rainbow Dash causing them to fall on the ground and stopped the energy sphere in a purple aura. Sunset fired another energy sphere at the one Twilight had stopped, and the two collided, forming a small orange explosions which blew Twilight, and the Crusaders back and creating a smoke wall as well. Twilight then rose up as the smoke subsided.

"Girls are you all right?" Twilight asked she rose up. She turned around and saw the Crusaders also rising up as well.

"Yeah, we're fine." Apple Bloom said.

"What about Sunset?" Scootaloo asked.

Twilight looked around, and to her astonishment, Sunset was gone. So was Rainbow Dash. Sonic was still lying on the ground where Twilight dropped him.

"She's gone. And so is Rainbow Dash!" Twilight exclaimed with shock. She looked around further, but there was no sign of either of them. "How could she have gotten away so fast?"

"Where do you think they went?" Sweetie Belle asked.

"I'm not sure." Twilight said. "But for now we should focus on getting Sonic, and Tails help." Twilight walked over to Sonic and picked him up. "Scootaloo and Sweetie Belle get Tails. Apple Bloom, help me with Sonic."

Rainbow Dash was out cold, when suddenly a wave of ice cold water splashed on her, causing her to wake up.

"GAH!" she exclaimed as jumped up quickly. She was in an old, dark, empty warehouse, with faint lights on. She turned to her left to see Pinkie Pie, still with her makeup on, and wearing the clown suit grinning at her menacingly. She was holding a bucket in her hand. Rainbow Dash violently grabbed Pinkie by the collar and pulled her close to her.

"What the heck was that?!" Rainbow Dash shouted, making Pinkie look a little uncomfortable.

"Well, you looked so peaceful lying there unconscious, and I wanted to ruin it to create a little mayhem." Pinkie responded nonchalantly. She then took out a pack of cards. "Want to play cards? We'll have a real blast."

"How about we play "Rainbow Dash Pummels the Idiot wannabe clown into a pulp" instead?" Rainbow Dash said with anger as she lifted a fist towards Pinkie.

"Chill out Dashie. It just water. Don't go all Sonic on me." Pinkie said as she broke herself from Rainbow Dash's grip. At the mention of the name Sonic, Rainbow Dash's eyes widened.

"Sonic?! Where is that slow loser? We still have a score to settle." Rainbow Dash said.

"Will you shut up, and stop shouting?" Fluttershy called from the right of Rainbow Dash. "All this shouting is scaring my friends." The animals she had at the animal shelter where surrounded with her here as well.

Rainbow Dash then blitzed in front of Fluttershy in a flash.

"Make me." She taunted.

All of the animals suddenly pulled out spears and aimed them at Rainbow Dash, who looked amused.

"Believe me. I'd love to. But the person who collected all of us here doesn't want any of us to fight for now." Fluttershy responded.

"Who was it? Her?" Rainbow Dash asked as she pointed towards Rarity who was standing in a corner covering herself with a cloak.

"Please, like I'd ever associate myself with the likes of you. All of you are beneath me. Especially her." Rarity said as she pointed towards AppleJack who was standing across from her. "I should crush you for even daring to wear such a tacky suit."

"Bring it on. Ai've been wanting to mess your face up for a while now. But it looks like someone already beat me to it." AppleJack taunted, making Rarity conjure a diamond shield on her arm.

"What?! That's it, you're dead!" Rarity shouted.

"Fight! Fight! Fight!" Pinkie cheered.

"Enough!" Sunset Shimmer commanded as she walked up towards all of them. Rarity made her diamond shield disappear.

"Normally, I would never listen to you, but your outfit today is surprisingly stylish, so I'll hear you out." Rarity said.

"Thank you Rarity. Now the reason why I called all of you here is because I think we can all benefit each other greatly." Sunset explained. "The six of us have extraordinary powers. Banded together we could easily bring this worlds to its knees. It's the perfect plan."

"Eh, I don't really care about bringing the world to its knees or stuff like that. I just want to have fun!" Pinkie interjected.

"I agree with the clown. I don't care about the world. I just want to prove I'm the fastest." Rainbow Dash said.

"Let me finish." Sunset said. "With the six of us in charge, we could do whatever we please, and there would be no one to stand in the way of our goals such as "fun" or proving one's speed. Besides, like it or not we need to stick together."

"Why should I, Rarity, rule the world in a cohort, when I am perfectly capable of ruling it alone. 5 other nuisances would just slow me down." Rarity said haughtily.

"Ah, Rarity. So superficial, and focusing only on the exterior. The thing is by banding together, this is the best way to get rid of the obstacles in our way such as Sonic, and his friends."

"A'hm, not worried about 'em at all." AppleJack said flippantly. "I just took down Knuckles".

"Shady didn't put up much of a fight during our game." Pinkie brought up .

"Silver was never a threat." Rarity said.

"Neither was Manic." Fluttershy added.

"I could take Sonic any day. He's no match for me at all." Rainbow Dash boasted.

"Yes, individually you might win, but after your encounters, there's a good chance Sonic and his friends will band together to try and take you down. I doubt you could take all of them alone. Working together ensures our success, and offers us protection against those do-gooders." Sunset proposed making all of them ponder her words.

"She does have a point." Fluttershy said. "Though I hate having to agree or work with humans."

"But you're human yourself." Pinkie pointed out.

"No, I'm not!" Fluttershy shouted. "I am one with nature!"

"All right, Sunset. Say for a moment we agree to your plan. What's the first step to ensuring that we can actually take over this planet?" Rarity asked.

"It's simple, really." Sunset said with a menacing grin.

In his base, seated in his lab in front of a large screen, Eggman was looking at the gun he had used during his encounter with Sonic. He picked it up and examined it thoroughly.

"I don't understand. It should've worked. Maybe it needs some bugs worked out." Eggman wonderd as he examined it more. Suddenly the screen lit up, and Orbot, and Cubot were on. Eggman sighed in annoyance.

"What do you idiots want?" Eggman irritably said.

"Um, you have special guests," Orbot said nervously.

Eggman went outside of the door of his layer(a large white tower, which an orange symbol on the right side which looked him) inside his Egg Mobile. He then looked down and saw the Rainbooms standing before him. He then formed a grin on his face.

"Oh, look. It's Sonic's fan club. Why are you here? Do you want me to kidnap you so he can "heroically" rescue you?" Eggman said mockingly.

"Impudent fool. I'll-" Rarity started to say, when Sunset put her hand in front of her to stop her.

"Dr. Eggman." Sunset said with a calm tone. "The six of us have come to you because we have a proposal for you. All of us band together to get rid of Sonic and his allies once and for all. Then we can rule this world together as an unstoppable force. What do you say?"

"Plus we brought cake!" Pinkie said as she held out a large white cake with multiple candles on it, strawberries, apples, blueberries, and bananas. The frosting was chocolate and caramel.

"Hmm, why this sudden change in personality? I thought you were Sonic's friends?" Eggman said to them.

"We had a change in perspective." Sunset responded. "Do you accept our proposal?"

Eggman responded by firing a laser from his Egg mobile which put the six Rainbooms in a blue, floating sphere, taking them back.

"Hey, let us out!" AppleJack said as she pounded the sphere.

"It's no use. That shield could keep Knuckles trapped." Eggman said. "I knew my Reversal Gun wasn't a failure. It actually worked. Now how about instead of your deal, I take you to my lab, experiment on you to see how the effects work in more detail, and then use you to lure Sonic into a trap? Sounds good to me." Eggman then brought the sphere close to him in the air and took the cake Pinkie had.

"But first time to enjoy this delicious cake. Thank you for bringing it." Eggman said smugly.

"No. Thank you for being a bigger idiot than I thought." Sunset said darkly.

"What are you-." Eggman began to say, before Pinkie snapped her finger, and the cake started to glow hot pink before exploding, destroying the Egg Mobile. Eggman then fell to the ground unconscious and covered in pink smoke. The Rainbooms descended to the ground using Rarity's diamond platforms, allowing them to go down safely.

"That was almost too easy." Sunset said.

Orbot, and Cubot then rushed outside. They then saw the scene.

"What in the name of-." Orbot exclaimed before Rarity threw two small diamond shaped projected into their foreheads making them short circuit, and fall on the ground, unconscious. Eggman then weakly started to rise up. Sunset then knelt down towards him.

"You….you'll….pay….for….this." Eggman said weakly, and with pain.

"I offered you a peaceful solution, but you spat on my offer. This was the only way." Sunset said.

"You'll…never….take…my…empire….it's…too…complex…for…a…..little….girl…to….run!" Eggman said harshly.

"We'll see about that." Sunset said. She then grabbed Eggman's forehead, and her eyes flashed white. Eggman was floating in a red area where familiar items to him such as Metal Sonic, the Egg-Robo, the Egg-Mobile, Shadow Androids, and other inventions were also floating, surrounded by a red aura.

"What's going on?" Eggman asked. "Where is this place?". Suddenly everything burst into flames, and a phoenix was formed in the area. Eggman looked in horror as the phoenix absorbed everything in its flames and then descend upon him. Eggman screamed as the phoenix attacked. In reality, as Sunset was touching his forehead, Eggman was screaming loudly. Sunset's eyes then turned to normal as she released Eggman who fell on the ground unconscious.

"Thank you for the information, doctor." Sunset said darkly. She then turned to the rest of the Rainbooms. "Ladies phase two of the plan can now commence. But first take these." Sunset handed them communication wrist-watches, each of them the color corresponding to the Rainbooms(blue for Rainbow Dash, white for Rarity, Yellow for Fluttershy, orange for AppleJack, and pink for Pinkie pie.). Each of them put them on.

"This color actually matches me." Rarity said as she examined her communicator.

"What now, Sunset?" Fluttershy asked.

"Now. The real fun begins." Sunset said menacingly.

"Yay, fun!" Pinkie exclaimed.

 **Author's note: Man, these Evil Rainbooms even took down** **Eggman! Now that they have his entire army at their disposal, what does this mean for Sonic, Twilight and the others?! Thanks for reading! Fav and review if you wish. Later!**


	6. Beginning of the Face Off

Beginning of the Face Off

Sonic slowly opened his eyes as he regained consciousness. When he was fully awake, his eyes opened fully and saw that he was in the Rainbooms rehearsal room. He had been lying on the steps. In the room was also Twilight, the Crusaders, and Tails, who was lying on the black seat in the room, unconscious. Sonic then quickly rose up and started to look around.

"Sonic, you're awake!" Scootaloo said with excitement as she and the rest of the Crusaders along with Twilight came to meet him.

"Yeah. Ugh, what happened while I was out?" Sonic said as he held his head. "The last thing I remember was that I was racing Dash, then all of a sudden she collided into me, and then boom."

"For some strange reason, Rainbow Dash is evil, and it's not just her it's Sunset as well. When we came to check on you, she went crazy and did something to Tails, took his arm cannon, threatened us to get Rainbow Dash, attacked Twilight, and then she took off with Rainbow Dash. Also, she was wearing a pretty nice dress." Sweetie Belle explained quickly.

"What?! She did something to Tails?! Tails!" Sonic shouted as he rushed to where Tails was lying. "Tails, Tails, Tails, Tails!" Sonic shook him many times but Tails didn't budge. "Tails I released copies of your Captain Super Fox-Man comics to the whole school." Tails still didn't respond. He was just lying there with his eyes closed.

"That normally gets his attention." Sonic said as he stopped shaking him as he turned to the others. "What did Sunset do to him exactly?"

"I don't know, Sonic." Twilight said. "She just grabbed his forehead, he started screaming, and then he became, well, a vegetable." Twilight then looked down on the ground in shame.

"What's wrong, Twi?" Sonic said as he noticed her position.

"I'm sorry, Sonic. This is all my fault. I should've known something was up with Sunset, instead of just blindly trusting her. Now Tails is in trouble. I could've prevented this if I was just more careful." Twilight said sadly. Sonic then put his hand on her shoulder, and she looked up at him.

"Hey, none of us knew what was going on. If anything, I should've picked up something was wrong with Dash the moment she turned into a female Scourge, instead of just letting my pride get the better of me." Sonic said with the thumbs up. "Instead of moping around, and feeling sorry for ourselves, we should be focusing on our next move." Twilight looked at him and nodded firmly.

"You're right." Twilight said with renewed confidence. "Judging from Sunset,and Rainbow Dash's actions combined with how everyone else was acting yesterday, I think we can safely conclude the others are evil as well."

"I can confirm that for Rarity." Silver said weakly as he walked into the band room, holding his head. His movements were wobbly, and he had trouble standing up. He then groaned

"Silver? What happened to you? You look terrible." Apple Bloom said as she came to help him stand up.

"Thanks, Apple Bloom. What happened was Rarity. For some reason, she was acting all evil super villain. Again. I tried to stop her, but she caught me off guard, and knocked me out with a diamond." Silver said.

Just then Manic burst in the room. He was panting loudly and rested his hands on his knees as he caught his breathe. Angel was on his shoulder, and he looked greener than Manic's hair, as if he was going to be sick as he covered his mouth.

"Manic!" Sweetie Belle said with delight. She then flipped her hair and walked over to him. "What are you-."

"GUYS!" Manic shouted, making Sweetie Belle jump back in surprise. "Evil! Hot! Fluttershy! Grass! Trees! Animals! Spears! Shelter! Overtak-."

"Can you not shout?" Silver said annoyed as he held his head.

"Manic, calm down." Sonic said as he gripped Manic's shoulders. Manic then looked up at him. "From the gist of things, Fluttershy is evil too right?"

"Evil? She's crazy! She and her animal minions tried to eat me, and she poisoned me! If it wasn't for Angel, I'd be in the stomach of a bear!"

Angel, still green nodded. Then without warning, he threw up on Sweetie Belle's shoes, who gasped in horror.

"My shoes!" Sweetie Belle shouted as she recoiled in disgust. "Gross!"

Without warning, Knuckles then burst through the ceiling, and landed in the middle of the room, leaving a small crater on the ground. Knuckles then rose up, rubbing the back of his head.

"Ow, that was not fun." Knuckles grumbled as he stood up. He then noticed everyone else in the room. His eyes widened in shock as he remembered what happened before. "Guys! A-."

"Applejack is evil right?" Scootaloo guessed.

"Yeah. I take it from the look on everyone's faces, the same goes for Rainbow Dash and the others." Knuckles said as he observed the room.

"Yep." Sonic said.

"How did you even get up in the sky anyway?" Silver asked Knuckles.

"Applejack threw me." Knuckles said.

"Well, that leaves everyone accounted for." Twilight said. "Except for Pinkie, and Shadow."

Shadow then teleported into the room in a blue flash. His clothes had burn marks all over them, his hair was messed up, and he looked beyond angry.

"I stand corrected." Twilight said.

"What the heck happened to you?" Manic asked.

Shadow ignored him, and he looked around. Then he saw Pinkie's drumsticks, and grabbed them quickly.

"Now that I've got my Chaos Emerald,I can track Pinkie. These should help me find her!" He declared angrily.

"I guess that confirms Pinkie's evil as well." Sonic said. Suddenly he got a grin on his face. "Shadow, don't tell me... Pinkie of all people got the better of you?"

Shadow turned to Sonic, and gave him a glare, but didn't say anything. Sonic then chuckled a bit.

"She did, didn't she?" Sonic said amused.

"Wow, you couldn't handle, one pink, party girl?" Manic said with a devious smile, as he joined in on the teasing.

"First of all, it wasn't even a real fight. She caught me off guard, that's all." Shadow explained with annoyance. "Knuckles back me up."

"I was there, and Pinkie did catch him off guard." Knuckles confirmed. Knuckles then too got a mischievous smile. "By kissing him." Sonic and Manic's grins grew larger, and then they burst out laughing with Knuckles joining in. Shadow's glare intensified at them.

"Who knew, that all it took to throw the Ultimate Life Form off his game, was a little kiss?!" Sonic said as he held his sides. "Serious design flaw, Professor Gerald!"

"You are aware of how easily I could seriously maim all of you, right?" Shadow threatened with grit teeth.

"Ah-ah. Behave yourself Shadow, or we'll have Twilight kiss you." Manic mocked. Twilight blushed heavily at this, while Shadow just grew angrier.

"All right, that's enough." Silver said he stood next to Shadow. "Lay off him. He's probably still recovering from those deadly cooties he's contracted." This caused Sonic, Knuckles, and Manic to laugh harder. Silver chuckled a bit before Shadow slapped him in the back of the head.

"OW." Silver said as he held his head in pain. "That was worth it."

"If you guys are going to keep acting like idiots, then I'm out of here." Shadow said. "I'm going to find Pinke, and get my revenge. Then I'll come back for all of you.

"I wouldn't go alone if I were you, Shadow." Twilight said making him turn to her, and give her a glare. She was a little intimidated by those blood-red eyes of his.

"Why not?" He grumbled.

Twilight then cleared her throat. "Shadow, Sunset, and the others are also going through the same kind of thing as Pinkie is. We met Sunset earlier, and she mentioned needing Rainbow Dash for some kind of plan. I have reason to believe that her plan includes the rest of our friends as well. If so, at this very moment they may all be together." Twilight explained.

"So?"

"So, it's too dangerous to go alone."

"I'm the Ultimate Life-Form. I can handle six "magical" girls or whatever."

"You couldn't handle one." Manic said under his breath. Shadow turned to him, and Manic looked away subtly.

"Twilight's right, Shadow." Sonic said. "We should plan our next move as a group."

"I thought I've made it clear I'm not part of your little group of friends." Shadow insisted. "I can take care of myself."

All of a sudden Twilight's phone started to ring. She pulled it out, and she gasped when she saw who was on it.

"Guys." Twilight said, making everyone in the room turn towards her. "It's Sunset". She showed them her screen as it said Sunset calling. "What should I do?"

"Answer it." Knuckles said. "Then we can get to the bottom of this whole fiasco."

Twilight then swiped the call icon on her phone. Something strange then happened. The screen on Twilight's phone grew red, and then a flash of red light came up from it, causing everyone in the room to back away. Twilight briefly dropped it in fright, but used telekinesis to catch it before it hit the ground. The red light then formed into a red hologram of Sunset making Everyone look on in shock.

"This is…AMAZING!" Twilight yelled out, causing all heads in the room to turn to her. "I've studied the possibility of holographic technology, but I thought it would take years to even start working on it. This is too much! I must-."

"Twilight." Sonic said, making Twilight turn to him. He had an annoyed look on his face, and Twilight blushed.

"Let her have her fun, Sonic." The holographic Sunset Shimmer said with a robotic voice. "After all with her level of intelligence, holograms are something she could only dream of even understanding." Twilight face got a flash of anger.

"What was that?" Twilight said with a hint of anger in her voice.

"Calm, down she's only trying to play with your emotions." Silver said, making Twilight drawback.

"Still, I guess she is intelligent enough to be deemed in my rankings. Someone with a moderate, approaching high threat level, though this might be mainly due to the raw magic she possesses." Sunset said. She then observed the whole room and saw everyone was present. "It looks like the whole gang is here. Sonic. High level threat. Silver. High level threat. Knuckles. High level threat. Shadow. High level threat." Sunset was pointing at them individually as she ranked their threat levels. She then came to the Crusaders. "Crusaders. Low threat."

"Hey!" Scootaloo protested. "We are not a low threat or whatever!"

"Actually, you kind of are, seeing as you don't really have any powers." Manic brought up, making Scootaloo blush a little in embarrassment.

"Manic." Sunset said as she pointed at him with a smile. "Minimal threat."

"What?!" Manic said in dismay as he approached the hologram. "How am I minimal threat?! I'm on the same level as Sonic! Why am I ranked lower than the Crusaders?!"

"I take it, you didn't come here just to make Manic look stupid." Shadow said as he shoved Manic out of the way, and stood in front of Sunset. "What are you after?"

"Ah, Shadow. It's always straight to the point with you." Sunset said smugly. "I've come here to deliver a message. Sooner or later, we're going to confront one another. So I figured sooner. I want all of you to meet me, and the rest of the girls at Eggman's base to settle our differences."

"Eggman's base?" Knuckles said confused. "Why there?"

"We've taken it over, and it's the perfect place to accommodate our abilities for the inevitable clash." Sunset explained. "And before you ask, it was fairly simple to take over the good doctor's layer."

"Sunset. What's going on?" Twilight asked concerned. "Why are you, and the others doing this?"

"Oh, Twilight." Sunset said condescendingly. "Is this the part where you expect me to reveal my evil plans? How boring, and un-intellectual. Meet me at Eggman's base, and all questions will be answered." The hologram then vanished, and communication with Sunset ended.

"Who here thinks it's a trap?" Sonic asked. Everyone raised their hands. "All right, let's get going."

"Wait a minute, if you think it's a trap why are you still going?" Sweetie Belle asked confused.

"At this point, we don't have many options left, and meeting Sunset, and the others is the best way to get answers as Sunset said." Sonic explained. "Plus, I kind of forgot to ask what she did to Tails, and how to reverse it." He added as he rubbed the back of his head with his hands. "Shadow teleport us there."

"Fine, but when we arrive, stay out of my way." Shadow warned.

Everyone came close to Shadow. Before Sonic went towards Shadow, he turned to the Crusaders.

"I know what you're thinking, and the answers is no, you can't come with us. And ye,s the reason is because it's too dangerous." Sonic told them.

"Aw, man." Scootaloo pouted. "This sounds so exciting!"

"I know it does, but like I said, it's pretty dangerous. Besides, I need you guys to look after Tails." Sonic explained. "Can you do that for me?"

The Crusaders looked back at Tails, who was still unconscious, and back to Sonic.

"Sure thing." Apple Bloom said. "We'll do our best!"

"Thanks, I know I can count on you." Sonic said as he gave them the thumbs up. He then joined the others with Shadow. Everyone put their hands on Shadow's shoulder and he took out a green Chaos Emerald.

"Chaos Control!" Shadow said as they teleported. In a flash of light, everyone arrived in front of Eggman's base right outside of the entrance. Twilight looked up in awe at the tower.

"Fascinating." She exclaimed.

"Look's like we have company." Manic said as he pointed upwards. Standing high up on a ledge facing them were Sunset and the rest of the Rainbooms.

"So glad all of you could make it." Sunset called down to them as she clasped her hands. "Why don't we take this inside? The weather is absolutely awful."

"It's sunny outside." Knuckles called up to her.

Sunset ignored him as she, and the other Rainbooms walked back into Eggman's base from an opening in the ledge they were standing on. Before they left, Pinkie mockingly blew a kiss towards Shadow. Shadow narrowed his eyes and clenched his fist in annoyance.

"Say one word Manic, and I'll teleport you to the bottom of the ocean." Shadow warned Manic who started to open his mouth. At this threat, Manic shut up.

"I don't get it." Pinkie told Sunset as the Rainbooms walked back inside. "We have an entire fleet at our command. Why didn't we just enter the city, and blow everything up?"

"Because we want to rule the city and the rest of the world. Not destroy it." Sunset answered.

"Speak for yourself." Pinkie muttered under her breath. "I thought this was going to be fun."

"This will be fun, Pinkie." Sunset answered. "Remember the role you get to play." Pinkie grinned as she remembered what Sunset had in store for her in the plan.

"I'm satisfied," Pinkie said as her grin turned into a malicious smile.

Back on the ground floor. The entrance to Engman's base entered.

"All right guys. Let's go." Sonic said. "And remember, try not to die." When Sonic said this, Twilight gripped her shoulders, which Sonic noticed.

"Twi?" Sonic asked with concern. Twilight sighed.

"I want to save Sunset, and the others, but I'm not sure if I'm ready for this. I mean this is my first time dealing with anything related to this Eggman or whatever. What if I just end up being a burden?" Twilight confessed.

"Twi, remember how at Camp Everfree you saved everyone, and jumped into action despite it being your first time?" Sonic told her. "Things went great, and without you, we never would've been able to have done anything at all. We need you for this."

Twilight looked at him and saw the confidence in his eyes. It sparked her own confidence. She then nodded.

"You're right. Let's go." Twilight said. She, Sonic, and the others soon entered the base. Inside they entered a large metallic hallway. As they walked through the highway, a bright light from above shone down, making everyone cover their eyes with their hands.

"Ah, what the-." Silver exclaimed as he shielded his eyes. The light died down, and as everyone slowly opened their eyes to see the source of the light. It was Sunset, and the other Rainbooms descending upon them, having ponied up. Their forms were the same as the ones they had taken on at Camp Everfree with some differences.

The red on Sunset's attire was much darker, and the yellow had been replaced with dark purple. The sun symbol on her belt was now a gold phoenix, and her sun-shaped crowned was replaced with a phoenix one, also gold. Her previously golden boots were also dark purple. The blue crystal found on her shoulder pads(which were now dark purple instead of gold as well), and back of her boots were now a deep black color.

For Applejack the green jewels on her boots, crown, and gloves were a deep black color as well. The green clothing present on her legs, arm, and hair were dark purple. Her boots were a darker tan, and the primary turquoise part of her dress was also darker as well. The golden parts her necklace, buttons, waist belt, and arm buttons were dark purple as well.

The pink of Pinkie's attire was now a much darker red . The yellow areas on her arms and part of the front of her dress were now deep black. The jewels on her shoes and dress were black as well, the same also going for the jewels part of her hairband. The golden bands on the front of her dress were now dark purple.

As for Rarity, the previously blue jewels on her knee's, boots, and torso(her light purple belt turned black) as well as crown were now a deep black color. The dark blue part of her dress was now black, and the bottom portion of the dress which was previously a light blue was a dark blue color. Her boots were also a dark purple color as well, entirely. The clothing underneath her dress was black as well as her wristbands. She still had the silver mask covering her face.

The jewels on Fluttershy's dress were deep black. Her boots were also entirely dark purple, and her white leggings were now black. The green on her dress was a dark green color now, and the blue was replaced with black, and the pink on her dress now dark purple. The gold parts of her shoulder pad(which along with her wristbands were dark purple) were black. Fluttershy's wings were also dark purple as well.

Rainbow Dash's gold shoes were now dark purple. The blue leggings on her outfit were now black(along with the blue parts of her shoes, and a top part of the outfit). The red portion of her dress was now a darker color as well, with the gold portions of the top part of her outfit turning a dark purple color along with her wristbands. Her wings, like Fluttershy's, were a dark purple color.

Sonic and the others looked as the Rainbooms descended in front of them. Sunset gave them an evil smile.

"Shall we begin?"

THE END

 **Author's note: Now things are really getting heated. It's round two for Team Sonic against the Rainbooms, or maybe I should say, Raindooms...ok, that was lame. Anyway, hope you enjoyed reading, fav and review. Later and take care!**


	7. Party of Chaos

The Rainbooms and Team Sonic were now facing each other. The tension in the room was high, and everyone was remaining silent.

"So, I see you've got the "evil costume switch cliche" written down." Sonic observed. "I thought you weren't trying to be a generic baddie, Sunset.

"Sonic, always with the wisecracks with you, isn't it?" Sunset said with an arrogant smile. "I'm going to miss you."

"Well, that's ominous." Sonic said with a sigh. His face then turned serious. "You're going to tell me right now what you did to Tails, and how to reverse it."

"Knowing how stubborn you are, I'll just answer your question." Sunset said, still with confidence. "I merely used my powers to take all of his knowledge and make it mine. Not my fault he couldn't handle it. I did the same with Eggman. As for reversing it." Sunset's smile grew wider, and more deranged. "I don't know nor do I care."

"Well when I drag you back to fix Tails, I guess we'll find out." Sonic said with grit teeth, and full of anger.

"BO-RING!" Pinkie yelled. "Talk is cheap. Can we actually start doing what we came here to do, and start fighting already?"

"Agreed." Shadow said. Shadow then teleported. He appeared in the middle of the Rainbooms and transformed into a black and red streak. Before Pinkie could even react, Shadow grabbed her by the collar and lifted her up. He had one hand raised with Chaos Energy, and aimed it at Pinkie. The other Rainbooms regained their composure and observed Shadow, and Pinkie.

"Wow, Shadow you're so rough." Pinkie said nonchalantly. She then got a grin on her face. "I like that."

"Well, you're annoying, and I DON'T like that." Shadow said. He then generated a Chaos Spear in his hand. "I'm not taking any chances this time. Sorry, Pinkie but this is for your own good." Suddenly Shadow felt a strange presence coming from Pinkie.

"(What's this energy surge I'm feeling? It feels familiar, but I can't put my finger on it. What if..)." Shadow thought to himself. Shadow was so distracted that he didn't notice Pinkie slip a card from her sleeve into her hand. The card then glowed black, and purple as she raised it towards Shadow.

"Shadow, look out!" Manic called.

Shadow then noticed Pinkie bring the card towards him, and he used his free hand with the malformed Chaos Spear to lock his hand with hers. The shining energy of both of their attacks was mixing and clashing.

"Oh, look we're holding hands. Isn't this dreamy?" Pinkie said as she winked at Shadow. An explosion then resulted from their clashing energies, creating a cloud of black smoke. Shadow slid back from the explosion, and from the cloud, but his hand was smoking. The smoke then cleared, and Pinkie was then standing near a hole in the hallway.

"Hey, Shady, if you want to continue our game, follow me!" Pinkie said as she jumped in. Shadow then pursued her, separating himself from the others. The hole actually led to a slide, which Shadow slid then down. The slide led into a dark room. Shadow rose up, and looked around.

"Show, yourself Pinkie!" He demanded. The lights then turned on, and Pinkie was standing on a platform above him.

"Welcome Shady, to the first part of the Finale!" Pinkie said as she did a bow.

"If you're going to tell jokes, please kill me quickly." Shadow said deadpanned.

"This is going to be a special show, Shady." Pinkie said. "After all, you're a big part of it. I'm just waiting for the right cue to call the others."

"You're calling Sunset, and the others. I always figured you for a one-woman actor." Shadow said.

"Believe me, this is a one-woman show." Pinkie said. She then pulled out her party cannon. "Before you ask, I'll let you know that this is now an actual cannon now."

"It's going to take more than a little cannon to take me down this time Pinkie." Shadow confidently said.

"I know. Sunset said the same thing, which is why she recommend I include these guys in my show." Pinkie said.

"What are you-." Shadow began to say when a streak of black, and red appeared in front of him. It threw a punch, but Shadow caught it. He then saw the assailant looked identical to him except that it had no mouth. Shadow then pushed them back.

" A Shadow Android?!" Shadow said with shock. "I thought they were destroyed!"

"I did too. But then Sunset found out Eggy was working on a new brand of them. You wanna know how many?" Pinkie said. She then snapped her fingers, causing the ceiling to open up. Out of the opening, more Shadow Androids descended. Soon the whole room was full of them. "About 100".

Shadow initially looked in disbelief at the large number of Shadow Androids facing him. He then got a grin on his face and chuckled slightly.

"Hey, why are you laughing?" Pinkie said annoyed. "I haven't even begun the show or said a joke!"

"I'm actually excited." Shadow said. "It's a rare opportunity for me to get a challenge like this. I guess I should thank you."

"Thank me? You're supposed to be mad at me! You're not following the program!" Pinkie said as she stomped her foot. Pinkie then grabbed the blue string of her party cannon and charged it with black, and purple energy. She then pulled it and fired a black/purple projectile at Shadow. He teleported to avoid it, and it made a black/purple explosion as it hit the ground.

3 Shadow Androids surrounded Shadow as he was in the air. One of them threw a punch, but Shadow dodged it, grabbed it's arm and threw it into another one, sending them crashing towards the ground. The lone Shadow Android attacked Shadow with a barrage of punches/kicks which he blocked, and Shadow punched it away. Two Shadow Androids then came from behind and grabbed Shadow, holding him in place. 4 more then appeared, and each of them punched Shadow in the face once. Another raised a fist to deliver another blow, but Shadow teleported, and the android hit it's comrade instead. Shadow appeared behind the group and fired multiple Chaos spears to blow them to the ground. Shadow himself landed on the ground as a group of androids rushed towards him. Shadow skated away from them as they pursued him. They then opened the palm of their hands and shot missiles which followed Shadow. Shadow threw Chaos Spears to destroy the missiles, creating a cloud of smoke, but then an android came out of the smoke, and elbowed him in the face, knocking him away. Shadow did a back flip to gain some distance as 4 androids rushed towards him. Shadow used all of his limbs to block their punches/elbows/kicks/knee strike. Shadow then surround himself with a violet/purple aura and blew the androids away, but as he did another Android appeared and punched him the stomach, with two more androids arriving to kick him into the wall. Pinkie then fired another projectile from her cannon which hit Shadow, creating an explosion with black smoke.

"RIP, Shadow." Pinkie said as she wiped a fake tear. "He-hey!" Pinkie then looked shocked as the smoke cleared, and Shadow was fine, having crossed his arms to protect himself. Shadow then rushed forward in a red aura(Shadow boost), and crashed through a row of 7 Shadow Androids, blowing them in the air. Shadow then grabbed another Android by the face and slammed it on the ground. One android tried to fire a missile from its palm, but Shadow grabbed its hand and used it to fire missiles at 5 Shadow Androids approaching him before kicking the android away. Shadow then teleported away and prepared to fire a Chaos spear, when suddenly 2 of the androids themselves teleported in a flash of purple/dark energy.

"What?!" Shadow exclaimed as the androids appeared behind him, and smashed him towards the ground, but before he hit it, three androids kicked him away, making him slide against the ground. Shadow then rose up with some difficulty.

"What's going on?" Shadow asked. "How did those androids teleport? Only someone with a Chaos Emerald or Chaos Power can do that." Pinkie then let out a long laugh. She laughed so hard that she clutched her side.

"That's the best part!" Pinkie said as she stopped laughing. "You want to know what the old doc was working on before we decide to have some fun with you. Fake Chaos Emeralds. That's what's powering these fake Shadows."

"What?!" Shadow exclaimed. An android appeared before him, but Shadow grabbed it by the arm and used a Chaos Spear to stab it through the chest. When Shadow removed the spear he saw that he had also pierced through a dark purple, small emerald. Pinkie was right.

"Though they aren't as big as the real ones or as strong, I think they'll do well enough." Pinkie said. She then launched a shot with her party cannon. Shadow teleported to avoid it, and six androids also teleported as well, creating a brief burst of green and black/purple chaos energy as Shadow clashed with the androids while teleporting. Shadow and the androids reappeared as he blew them away with two purple/violet energy spheres. One Android then kneed him in the gut, grabbed his head, and threw him on the ground. As Shadow rose up, he was kicked in the face by another one, sending him rolling on the ground. Shadow Androids shot missiles at him, but Shadow teleported only to be intercepted by 8 Androids who also teleported, creating a Chaos burst which caused Shadow to crash into the wall. As Shadow struggled to get up, Pinkie shot a storm of projectiles from her party cannon, all of them hitting Shadow, and creating a huge black smoke cloud. When the smoke cleared Shadow was barely standing, with his clothe's smoldering, and smoke emitting from his body. He huffed, and puffed.

"Wow, you're persistent, I'll give you that." Pinkie said as she observed him. "Hey before you die, can you smile? I've always wanted to see someone smile before they meet their doom."

"Sorry to disappoint you, but I'm not yielding anytime soon." Shadow said firmly. 4 Androids surrounded Shadow, and simultaneously punched him all over his body, making him come to his knees. More Androids surrounded Shadow as all of them started to unleash a barrage of punches, and kicks on him, which Shadow was barely able to block. Shadow generated green chaos energy in his hands, and used them to create a dual handed spear as he blew the androids away. Shadow was then hit by another of Pinkie's projectiles and slid against the ground. He groaned as he did and struggled to rise, making Pinkie just sighed.

"Shady, Shady, Shady, Shady." Pinkie said as she shook her head. "It would be a lot more fun if you would just stay down, and take your end like you're supposed to."

"I…..can't….do…that." Shadow said as he rose with great effort, and could barely stand.

"Why?" Pinkie asked. "At this point, you're pretty much screwed. I'm all for being ridiculous, but at this point, this is even too much for me."

"Giving up now...would mean giving up on you Pinkie." Shadow responded.

"What?" Pinkie asked with curiosity and surprise, not expecting that response.

"I made a promise to protect people and their happiness." Shadow said. "But out of all of them, your happiness is the one I want to protect the most. Of all of the people I've met, you're the only one who always looks for the best of things, and no matter how hard things, get you strive to remain optimistic, and cheerful. You try to spread this sense of joy to others as well. You have possibly the greatest amount I've ever met. Failing to protect that would bring great sadness. I would not only let Maria down, but you as well, and I REFUSE let that happen." Shadow's hands then glowed even more brightly with Chaos Energy.

"W-Wow!" Pinkie managed to say as she took in all of Shadow's word with a surprised look as her eyes met te ground, with a flurry of conflicted emotions in her head. "I-I didn't know you actually felt that way about me Shady, and this is why you're trying so hard. I-." Pinkie's eyes briefly flashed to blue, before returning to their new red color. "-think that's hilarious! Haven't you noticed that I've changed, and I've got new things to make me happy? Like finishing you? If you helped me with that, I would be SUPER happy!"

"No, you wouldn't be because as of right now , you're not her." Shadow declared with determination. "The real Pinkie is in there somewhere, and I WILL bring her back. Even though she's super irritating, and won't ever leave me alone, her happiness is what I fight for now." Shadow now stood firmer, while Pinkie just yawned.

"You need to get me in contact with your writer." Pinkie told him. "He gives you some funny material to work with." Pinkie snapped her fingers and a row of 5 Shadow Androids rushed towards Shadow. Just as they neared closer to him, Shadow removed his inhibitor rings, surrounding himself in a red/yellow aura of surging Chaos energy with his pupils, and iris's vanishing. Shadow then burst through the row of Shadow Androids incinerating them completely as well as the fake emeralds.

"Oooooh, flashy!" Pinkie said as she put on a pair of pink sunglasses to watch Shadow's onslaught.

Shadow continued to charge through the Shadow Androids, destroying them entirely. 4 Shadow Androids unleashed missiles on him, but Shadow fired a row of large red Chaos spears to destroy them. A group of Shadow Androids teleported, but Shadow himself teleported, and in a flash of red Chaos energy, the parts of the Shadow Androids reappeared and crashed towards the ground. Shadow then super-charged a Chaos Spear and fired a large bolt which destroyed many Shadow Androids. Pinkie clapped her hands in delight at the destruction and carnage and laughed maniacally. Shadow then stopped, and rested on his knees, huffing, and puffing as his aura flickered. There were still many Shadow Androids left who surrounded him.

"(Damn, I'm not sure how much longer I can maintain this form. I need to end this now)." Shadow thought to himself. He then crossed his arms and started to collect a large amount of Chaos energy into his body.

"That looks like it's going to be a blast!" Pinkie said as she observed Shadow charging. She then turned towards the Shadow Androids. "Can you guys do that? Try it." The Shadow Androids obeyed Pinkie's command and began to copy Shadow, surrounding themselves in a dark purple/black aura of Chaos Energy, though their aura's were smaller and weaker than Shadow's. Pinkie herself started to charge another shot from her party cannon but with more energy and time. Both groups began to charge their attacks.

"Chaos….Blast!" Shadow said as he unleashed a huge wave of red Chaos Energy at the Androids.

"Fire!" Pinkie shouted happily as the Androids released their own weaker version of Chaos Blast, and she shot a large dark/purple energy sphere from her cannon which added to the energy wave created by the Shadow Androids. Both of their attacks collided creating a power struggle. It appeared at first that the androids and Pinkie had more power than Shadow as their energy wave started to overtake his, but Shadow took a brief pause and fired even more, energy into his Chaos Blast which pushed the attack of the Androids back. Eventually, both attacks reached an unstable, stalemate which resulted in a red/dark purple/black explosion which engulfed the room.

"Wheeeeeeeeee!" Pinkie shouted as the explosion engulfed the entire room. The explosion then died down, and the entire area was completely destroyed with the floor ripped apart, the ceiling falling, and walls crumbling. The Shadow Androids had been destroyed in the engulfing explosion, and bits/pieces of them were lying all over the area. Amidst the rubble, Pinkie crawled her way out. Her outfit was now covered with burn marks and was smoldering. Her hair was also smoking as well. She coughed out some smoke and observed the destruction around her with a grin. She then saw the remains of her party cannon on the ground and got a slight frown.

"Awww, that was my favorite party cannon." Pinkie said slightly annoyed. She then turned, and saw Shadow lying on the ground a few feet away from her and skipped over towards him. Shadow wasn't moving, and his eyes were closed. His aura was gone, and his rings weren't present either.

"Hey, hey, hey, hey, hey, hey, hey, hey." Pinkie said as she poked Shadow repeatedly, making him let out a small groan.

"Goodie, you're still alive!" Pinkie said. "I've got a special treat for you, Shady." Pinkie then pulled out of her hair, a marshmallow. Pinkie charged the marshmallow causing it to glow with dark purple/black energy. She then held Shadow's nose in order for him to open his mouth, which he did with a gasp. Pinkie then prepared to put the marshmallow in his mouth.

"You wanna know what death taste like, Shady?" Pinkie asked with a wicked grin. Just as she was about to drop the marshmallow in his mouth. Shadow suddenly grabbed her arm. Pinkie looked on at him slightly shocked.

"Now...here's the finale." Shadow said weakly as he surrounded himself in a red/yellow aura, and transmitted it to Pinkie as well. Pinkie screamed as Chaos Energy overflowed in her. As Shadow's energy overcame her as dark purple/black aura engulfed Pinkie, which caught Shadow's attention.

"(Just as I thought)." Shadow thought to himself. He then charged more Chaos Energy to Pinkie, which soon clashed with the dark aura around her. Shadow's Chaos Energy soon overwhelmed the dark aura of Pinkie, and it vanished. When it did, Shadow stopped charging energy into Pinkie and she fell on the ground unconscious. Shadow struggled to stand up and looked down at her.

"I was right. She was under the influence of negative Chaos Energy." Shadow said to himself. "This must be the same for Sunset, and the others. I have to go warn….ugh!" Shadow then fell on his hands. He looked at his hand and saw it blurred.

"I stayed too long in my chaos forms. I can barely stand, or keep myself composed. I hate to say this, but it's up to you Sonic. Don't be a fool, and fail." Shadow said as he then passed out next to Pinkie.

 **Author's note: Well, that's Pinkie taken out of action. One down and five to go. Will Sonic and the others have as much luck as Shadow did? Thanks for reading, fav and review if you want. Later and take care!**


	8. The Power of Teamwork

The Power of Teamwork

Everyone looked on as Shadow pursued Pinkie through the entrance. There was a brief pause as they did. Sunset then gave her group a look, which signified the motion to attack. Rainbow Dash then moved as a rainbow-colored streak and grabbed Sonic, dashing far away with him.

"Sonic!" Manic called as he looked at Sonic being taken away. Applejack charged forward and threw a punch at Manic, but Knuckles held it. Rarity threw diamond daggers at Manic along with Applejack, and Knuckles, forcing them to break their powers struggles to dodge it, with Manic dashing away to safety.

"Hey! I'm on yer side, ya idiot!" Applejack shouted at Rarity.

"It's not my fault you're in my way. Besides, you should feel honored to assist me in my victory!" Rarity responded. Silver then grabbed Rarity in a psychic aura, holding her in place, causing her to grow a smug look on her face.

"You think your puny powers can stop the all-powerful Rarity!" Rarity shouted. A black/purple aura surrounded Rarity, giving Silver a struggle as he tried to hold her in place.

Manic ran towards Sunset Shimmer at the top, but Fluttershy came in front of him, making him stop in his tracks.

"Oh, it's you." Manic said with a bored tone. "Get out of my way, Fluttershy. I don't want to hurt you."

"Considering how things went last time, I should be worried about not hurting you." Fluttershy said.

"Well, I wasn't serious that time." Manic responded.

Twilight looked on as her friends battled the evil Rainbooms. She didn't know what to do. Twilight looked up at Sunset who gave her a sinister smile. Sunset snapped her fingers. The platform which held Manic, Silver, Knuckles, Rarity, Applejack and Fluttershy flipped over. Twilight looked on in shock at this happened. Now it was just her, and Sunset, making Twilight gulp nervously.

Manic, Silver, Knuckles, Rarity, Applejack, and Fluttershy began to fall. Fluttershy used her wings to stop her fall, and Rarity conjured some diamond steps to walk on. Silver used his psych powers to stop his fall, but then Applejack suddenly punched him, sending him along with Manic crashing towards the ground. Knuckles attempted to glide his way to safety, but Rarity sent a diamond-shaped barrier to crash into Knuckles causing him to hit the ground as well. The room in which they fell in was all silver, and very large. The walls were painted with Eggman's symbols.

"Ow. That was not fun." Manic said as he got up, and rubbed his head. Knuckles also rose up as well as Silver rubbed his cheek as when rose up. The 3 Rainbooms were looking down at them.

"Curse that Sunset!" Rarity said annoyed. "How dare she subject me to this humiliation, and stick me with these fashion atrocities. Once I dispose of them, she will suffer my wrath!

"Hey, yer not disposin' of anyone!" Applejack told her. "I'm gonna use these 3 varmints as workers for expandin' my business. If you could actually think, you'd know it's stupid to waste good help.

"I don't want to hear any talk of stupidity coming from an uncivilized, brute as yourself!" Rarity shouted at Applejack.

"Silly humans, and their pointless squabbles. These three will make excellent food for my friends." Fluttershy said. Rarity and Applejack looked at her.

"Rarity finds your repulsive!" Rarity shouted at Fluttershy.

"No one cares about some dumb animals!" Applejack also shouted.

"Apologize at once for insulting my friends, you human scum!" Fluttershy yelled. Soon all three of them were arguing, and yelling at one another. Silver observed this with curiosity.

"It looks like their having trouble getting along." Silver said to himself. "This is perfect. If we use teamwork, and exploit their dysfunction we can have a chance at beating them and turning them back to normal. Knuckles, Manic, follow my-."

Knuckles jumped in the air and did a punch at Rarity who quickly used a diamond shield to block it though the force did blow her away. Applejack grabbed Knuckles by his feet and threw him towards the ground, making a small dent in it as he hit it. Knuckles got up as Applejack came towards him, and punched the ground, her fist making a small crater as Knuckles dodged it. Knuckles punched Applejack making her slide away. Knuckles and Applejack then ran towards each other, with their fist-clashing making a shockwave which blew both of them away. Silver groaned in annoyance.

"I probably should've expected Knuckles not to listen. Manic-." Silver began to say when Manic jumped in the air and grabbed Fluttershy. Manic then landed on the ground holding Fluttershy by the arms.

"All right. I didn't want to have to do this, but Fluttershy since you're acting really crazy, I have to knock you out. Please forgive me." Manic said as he reluctantly raised a chop. "I promise this won't hurt that much."

"Oh, Manic. Your ignorance is something that will never cease to amaze me." Fluttershy said with a smile. She then pressed a button on the wristband Sunset gave her. A hole in the ground opened up. One of them was a large gray armored robot. The greek letter Eta was on both of its shoulders, and the number 106 was on its side. It had 4 large spikes for hands with piston-like arms. The robot then charged, and swatted Manic to the side, making him crash towards the wall. He groaned as he struggled to get up.

"Manic, meet E-106 Eta Mark II. This will be the instrument of your demise." Fluttershy said the robot came behind her.

"So you have a robot. Big deal. I've smashed plenty of those before, and this one won't be any different." Manic said as he rose up, and cracked his knuckles. Manic charged forward in a green boost intended to crash into Eta.

"Before you do, I should tell you that this robot has my animal friends instead. While I know you're eager to smash this fellow, I should warn you that destroying the robot will most surely result in unpleasant feeling for my friends as Sunset made adjustments to connect them to it more strongly. While they have more control over it, damage done to it could damage them." Fluttershy said right as Manic went to crash into Eta.

"What?!" Manic said as he stopped his green boost at the last second, inches away from Eta. Eta took this chance to hit Manic again, making him roll against the ground as Fluttershy smiled.

"Okay, what is is with you?" Manic said as he rose up, holding his sides in pain. "I mean you say you hate humans, but you are one. You say you want to protect your animal friends, but you're putting them in danger. Can you make up your mind?! Why would you agree to put your animals at such a big risk like this?!"

"Well, it was done to ensure no resistance in my plan for revenge against humans. I know you won't hurt poor innocent animals. This plan makes perfect sense." Fluttershy said.

"It really doesn't as it looks to me that I, a lowly human by not wanting to hurt your animal friends cares more about them than you do, who is putting in danger." Manic responded.

Enough your imprudence! Destroy him!" Fluttershy shouted. Eta then rushed towards Manic.

Rarity turned towards Silver.

"You!" She shouted making Silver turn towards her. "I made the mistake of sparing you for your fashion sense! It is sooo out of style! Prepare to die!"

Rarity conjured a storm of diamonds and launched them at Silver who lifted up metal from the floor and used the shrapnel to counter them. Silver then teleported behind Rarity and launched a psychic knife, but Rarity blocked with a diamond shield and launched a diamond, which Silver dodged, but it gave him a small cross across his cheek. Rarity then conjured a pair of diamond claws and launched at Silver.

"Oh, not this again." Silver said as he avoided Rarity's claws, and used a psychic field to blow her away.

Applejack threw a punch at Knuckles, who avoided it. Knuckles then came behind Applejack and put her in a full nelson hold.

"Let go of me." Applejack struggled. "The longer you hold on, the more I'll charge you for it."

"Oh come on, now you're just being-." Knuckles started to say before Applejack grew a dark/purple aura around herself. "(What's this feeling. This is-)." Knuckles was then blown away as Applejack increased the force of the aura, and freed herself. She then punched Knuckles, who managed to block it, but the force was still strong enough to send him into the wall. Applejack then lifted a large piece of the floor and threw it at Knuckles. Knuckles punched through it, which sent pieces towards Applejack, who managed to evade them. The aura surrounding Applejack grew larger, and she charged at Knuckles. Knuckles then surrounded himself in a red aura(Maximum Heat Knuckles attack), and also charged at Applejack. When they clashed Knuckles overpowered her, and blew Applejack away, sending her crashing on the ground.

"You'll be payin' for my medical bills!" Applejack said angrily. Knuckles then stood over her.

"I think I just felt some negative Chaos Energy from you." Knuckles said as lifted Applejack by the collar. "How is it that you possess that kind of power?"

"I'll be more than happy to tell ya. For the right price." Applejack said, making Knuckles roll his eyes. While he was distracted Applejack head butted Knuckles, causing him to stagger back. She then uppercutted him in the air.

Eta was using his drills to try, and attack Manic who was using his super-speed to easily dodge them.

"(All right, I have to destroy this guy to save Fluttershy, but how can I do it without hurting her animal friends? She'll hate me forever if anything happens to them. But I can't let this guy crush me to pieces. What should I-.)" Manic thought to himself as Eta hit him in the air, making him hit the ceiling. As Manic fell, Eta launched two lasers from his eyes at him, but Manic spun around, and became a tornado mid-air, to deflect them back at Eta, hitting him. A surge of electricity then hit Eta, and Manic could hear the screams of animals. He then rushed towards Eta.

"Oh man, I didn't mean to-." Manic said as Eta got up, and tried to smash him, which Manic dodged.

"You're weak Manic." Fluttershy said as she observed the fight. "Your pathetic compassion will be your downfall. But we are strong. This is why we were here long before civilization and will be here long after!"

"Yeah, yeah, and then everything will be magical as you, and your friends frolic through the rainbow meadows," Manic said mockingly. "Though I'm not sure if they still want to be your friends, after all, you're doing to them." Eta then tried to hit Manic with his drill, but Manic jumped over it and landed on Eta's head. Eta then used jet boosters to fly in the air towards the ceiling to crush Manic, but Manic jumped off, and Eta crashed into the ceiling, causing another surge of electricity to hit him, and again animal screams were heard. Manic winced at this.

"I'm sorry. I promise when this is over, I'll make it up to you. Blame the evil Fluttershy." Manic said. At the sound of her animal friends screaming, Fluttershy's eyes briefly went from red to their usual cyan color, and a hint of tears was seen, but then Fluttershy shook her head, and her eye color returned to red. Manic noticed this.

"Fluttershy are you-." Manic began to say as Eta jumped down, and punched the ground creating a shockwave which blew Manic away and made him roll on the ground.

"Listen, Rarity you've already been evil once before, and I'm not really in the mood to go over it all over again. Just return to normal." Silver said as he created a psychic shield that Rarity was trying to claw her way through.

"Impudent fellow. Rarity will crush you in an instance!" Rarity said. She then formed a diamond around the shield Silver was in, and then attached them to shield completely until it appeared that the shield itself was made of diamonds.

"Nice, try Rarity but this isn't going to work." Silver said. He then extended the psychic aura around the diamonds, but the diamonds were surround by a dark purple aura, which overpowered Silver's aura. Rarity then had control over the shield and using it, she then smashed Silver all around the room many times into the floor, ceiling, and walls. Rarity then spun Silver around and threw him hard to the ground causing the shield, and the diamonds to disperse as Silver sprawled across the ground. Silver struggled to get up as Rarity approached him.

"This is exactly where you belong Silver. Beneath me as everyone should. All will bow to Rarity." Rarity shouted.

"Since when did Rarity turn into Trixie?" Silver quipped weakly. Rarity grew a large diamond shield and prepared to crush Silver with it. Silver continued to struggle to get up, when Manic crashed into him, sending both of them on the ground.

"Who is the interloper who interferes with Rarity's victory?!" Rarity shouted annoyed. Eta then marched over to where Manic, and Silver with Fluttershy floating behind him. Rarity looked annoyed at Fluttershy and prepared to scold her when Knuckles also came crashing into Manic, and Silver as they began to get up. Applejack then appeared as well.

"Both of you nuisances get out of my way as I teach these varmints a lesson." Applejack said to Rarity, and Fluttershy, making both of them turn to her.

"This is my fight, and you're the ones ruining it!" Fluttershy said.

"Please, you're not even fighting. It's those pests that you keep with you in that hideous robot. But it's not as hideous as your outfit. And that goes double for you Applejack!" Rarity shouted.

"I'm gettin' really tired of hearin' you yappin' all the time. What I was about to do Knuckles when I'm done with him, I'll do it 3x as worse to you two, and make you work so hard to pay off the trouble you've caused me that your grandchildren will still be payin' this debt!" Applejack shouted. The 3 of them then turned their attention on each other, and an argument again erupted.

"Ugh." Manic said as he rose up. "Can those 3 argue somewhere else? My head is killing me."

"Well, that was a good rest." Knuckles said as he pushed Manic off him. He then prepared to charge at Applejack(who was still arguing with Rarity, and Fluttershy) before Silver trapped him in a green aura. "Hey, what gives?"

"This is exactly what happened when we first got down here, and look how it turned out." Silver said as he released Knuckles. "Look, notice how the 3 of them can barely be around each other without wanting to rip the other's head off. They lack teamwork. We can use that against them or just repeat the same thing over, and over again." Both Knuckles and Manic looked at Silver and then nodded.

"We don't have much time before they notice what we're up to. Let's compare notes." Silver suggested.

"When I was fighting Applejack I noticed that negative Chaos Energy was emitting from her." Knuckles explained. "I think that might be the source of her behavior along with Rarity, and Fluttershy."

"Negative Chaos energy. Since you're a guardian or whatever, do you have any ideas?" Manic asked Knuckles.

"I have one, but it'll take some time to prepare. You two will need to keep them distracted until then." Knuckles said.

"Okay then, Manic follow my-." Silver began to say.

"Hey, what are you 3 doing?!" Fluttershy shouted, causing Manic, Knuckles, and Silver to turn towards them. "It looks like their planning something!"

" Ahm tired of you three causin' me so much trouble!" Applejack shouted. She then pressed a button on the watch Sunset gave her. The floor opened, and a large robot appeared. It had a red chest, and with gold/blue metal arms, but the right hand was a spiked mace. The robot had a face shaped like Eggman but with a silver pointed noise, very sharp silver teeth, and green eyes.

"Only you two would resort to using cheap technology to get a job done." Rarity said. "Rarity needs no such things!" Rarity then tore off the watch Sunset gave her, and crushed it in her hand.

She then launched two large diamond shield at the trio who dodged them.

"Knuckles, start with whatever you have to do!" Manic shouted. Knuckles nodded, and then put his palms in front of him as he closed his eyes. He then started to say "The Servers are the Seven Chaos. Chaos is power. Power is enriched by the Heart. The controller is the one that unifies Chaos." He then began to recite this over, and over again.

Applejack lifted up her fist, and so did the Eggbreaker with its mace hand. She brought her fist down, and so did it, making the mace hit the ground, and shooting a shockwave. Silver used a psychic shield to block the attack. Eta then appeared, and tried to crush Silver with his drill, but Silver flew away. He then restrained Eta in a psychic hold.

"Don't try to hurt that robot too much." Manic said to Silver. "Fluttershy's friends are in there, and damaging the robot hurts them."

"What?" Silver said as he briefly loosened his grip on Eta. Eta then hit Silver, but Silver lifted some debris to be used a shield which sent him moving back.

Manic ran towards the Egg Breaker at blinding speed. It tried to smash him, but Manic jumped and ran on its arm. He then leaped off its arm, and towards Applejack. Manic then kicked her, but she used her arms to block it. Manic then springboard of her, blowing her away, and towards Rarity with his fist outstretched. Rarity conjured a diamond shield to block him, but Manic instead grabbed the diamond shield and used it to throw Rarity(who was holding the shield) into Applejack, sending both of them towards the ground. Rarity roughly shoved Applejack off her as she rose up.

"How dare you force Rarity to have contact with this lesser being!" Rarity shouted as she conjured two diamonds on her arm, and charged at Manic, trying to hit him with it as he dodged them.

Silver dodged another one of Eta's blow, and then grabbed him in a psychic hold.

"(What should I do? I have him in a hold. I could tear him apart to free the animals, but I don't how they are connected to it, and I might hurt them)." Silver thought to himself. Just then the Egg Breaker controlled by Applejack tried to punch Silver with its mace, who barely dodged it. Silver lifted some debris and threw it at the Egg Breaker, who crushed it easily. As Silver lifted up more debris to throw at the Egg Breaker, his grip on Eta was loosening at it started to move again briefly. Silver quickly resumed his grip on Eta, but this distracted him and allowed the Egg Breaker to smash him into the ground, releasing Eta.

Manic continued to dodge Rarity's attacks, and then he ran around her, forming a tornado that blew her away. Manic then noticed Fluttershy in the air looking down at him. Just then the Egg Breaker spun around, and shot 6 bombs everywhere. 2 bombs went towards Knuckles, who was still doing his meditation, but Silver rose up, and caught them with his psychic powers. He then threw them at the 3 other bombs to minimize damage, but one bomb was headed towards Fluttershy. Manic jumped in the air and shielded Fluttershy from the bomb with his body, but the blast still sent both of them heading towards the ground, and they crashed into it.

"Manic!" Silver shouted as the Egg Breaker and Eta both went to punch him, but then he used his psychic powers to stop both of them, which also stopped Applejack as well due to her controlling the Egg Breaker. Silver sweated and groaned as he struggled to hold them. Rarity appeared behind Silver and generated a diamond blade.

"Finally the moment I've been waiting for!" Rarity shouted as she brought down the blade on Silver, who again used his psychic powers to stop her, but the strain was evident given his groans, and the veins appearing on his head.

Manic rolled on the ground, his whole body smoking from the explosion, and his clothes were in tatters. Manic groaned as he lied on the ground.

"Why did I do that?" Manic groaned. Just then Fluttershy came over him. She looked at him for a while and then kicked him hard in the stomach. Manic grunted as this happened.

"Like I said Manic, your weakness will be your downfall." Fluttershy sneered. She then kicked him again, and he rolled. Angel then fell out of Manic's hair. He had some bruises from the blast and was unconscious.

"He was in my hair, the entire time? I was wondering where he was." Manic said weakly. Fluttershy then came over to Angel, and lifted up her foot.

"This traitor. I've been waiting to crush him for a long time. Goodbye, Angel." Fluttershy said darkly.

"Go ahead do it." Manic said, making Fluttershy turn towards him.

"What?" Fluttershy asked.

"I mean go ahead, do it. Stomp on him. After all, you're no longer the Fluttershy I know, who is kind, and caring to everything she meets. You'll do anything to get revenge or justice or whatever even if it means hurting the ones you love. Now's your chance to prove you've changed completely. Do it." Manic said rather harshly. Fluttershy gave him a twisted smile.

"I knew it. When push comes to shove, you humans will betray animals. When I'm done with him, you're next." Fluttershy warned. Fluttershy lifted her foot up, and went to stomp on Angel, but she couldn't. No matter how hard she tried she couldn't bring her foot down. In fact, she was paralyzed.

"What's this? Why can't I-." Fluttershy said to herself as she still struggled to do it.

"I'm waiting. Do it!" Manic shouted. Fluttershy closed her eyes and tried to bring her foot down but she couldn't. Tears streamed down her cheeks as she struggled.

"I-I-I-I-I!" Fluttershy struggled with herself. A black/purple aura surrounded her as she struggled to do the deed, and attempted to muster enough strength to do so, but she still resisted. Silver was also struggling with Rarity, Eta, and Applejack. He was falling towards the ground, and he closed one of his eyes. His aura was flashing as all of them struggled to move.

"Knuckles! How's that plan!?" Silver shouted.

""The Servers are the Seven Chaos. Chaos is power. Power is enriched by the Heart. The controller is the one that unifies Chaos. "The Servers are the Seven Chaos. Chaos is power. Power is enriched by the Heart. The controller is the one that unifies Chaos. "The Servers are the Seven Chaos. Chaos is power. Power is enriched by the Heart. The controller is the one that unifies Chaos." Knuckles repeated to himself. Suddenly green chaos energy surrounded his arms and spread out. As it did, black/purple chaos energy came out of Applejack, Rarity, and Fluttershy as well. The two energy's combined into a sphere, which was half of both of them. Knuckles struggled to keep the sphere stable as energy broke out from parts of it. He then grunted and groaned as sweat came down his face. His veins became visible due to the stress.

"The Servers are the Seven Chaos. Chaos is power. Power is enriched by the Heart. The controller is the one that unifies Chaos!" Knuckles shouted. The sphere glowed a white color, and then a wave of Green Chaos Energy covered the room. It struck Rarity, Applejack, and Fluttershy. All of them were surrounded by a green aura as the wave struck them and screamed as energy emitted from them. Soon, the aura's died down, and all of three of them fell on the floor unconscious. Eta then shut down along with the Egg Breaker. Noticing they had shut down, Silver released them and fell to the ground as well. Knuckles realizing his plan had worked, dropped to his knees.

"It worked…..my plan to use my connection to the Master Emerald to purify the negative energy in them worked…..though it took a lot out of me…."Knuckles said weakly.

"Yay for teamwork." Silver also cried out weakly.

Manic simply raised a thumb ups, before his hand slipped down again in weakness.

 **Author's note: Now that's more of the evil Rainbooms down! Just two more to go. But will it be easy or the biggest challenge yet?** **Anyway, thanks for reading, fav and review if you wish. Later and take care!**


	9. Real Speed

Real Speed

Rainbow Dash continued to be a rainbow streak, holding on to Sonic in a headlock as she raced through Eggman's lair. She then stopped, and threw Sonic, but Sonic landed on his hands and used them to position himself upright. Sonic then dusted himself as Rainbow Dash then faced him.

"You know I have to say that I'm not impressed with the way you treat your dates, Rainbow." Sonic said in a teasing tone. "I was expecting a dinner first before you got all grabby."

"This is it Sonic, the moment where I finish you, and prove once, and for all, I'm the fastest thing alive!" Rainbow Dash proclaimed triumphantly as she ignored his teasing.

"You are?" Sonic said with fake surprise. "I wonder what will happen next. The moon falling out of the sky? Shadow getting a sense of humor?"

"I know you're mocking me, but you won't be so confident after I use your face to mop the race track after I've kicked your sorry butt!" Rainbow Dash stated.

"What race-." Sonic began to say when Rainbow Dash pressed a button, causing a dark purple vortex to open, causing him to look in surprise.

"Okay, now this just slightly less boring." Sonic said, now intrigued by what Rainbow Dash had in store for him.

"Move it." Rainbow Dash said as she shoved Sonic into the portal, and followed soon after.

Sonic and Rainbow Dash arrived in an area that looked like a golden highway adorned with musical instruments over a city with many lights making it glow during the night time. It had a long road ahead of it. Sonic took a while to observe the scenery.

"Isn't it awesome Sonic?" Rainbow Dash asked triumphantly. It's only fitting that the place where I beat you is awesome as I am!"

"Meh." Sonic said making Rainbow Dash turn towards him sharply.

"What do you mean by "meh"?" Rainbow Dash asked shocked. "This place is amazing and looks great. Are you blind or something?"

"I mean it looks cool, but the thing is, I've been here before." Sonic brought up.

"What?! When!?" Rainbow Dash demanded.

"A couple of years ago when I raced Metal Sonic and beat him." He explained. "I gotta say, Dash, it seems pretty lazy that you're just copying one of the Doc's old schemes. I thought you were cooler than that."

"I am cool!" She said defensively. "I'm 20 percent cooler than you'll ever be!"

"Well, ripping off one of Eggman's schemes makes you more like 50 percent less cooler. So it's like one step forward and two steps back." Sonic said, infuriating Rainbow Dash.

"What did you just say?!" Rainbow Dash said angrily as she marched in Sonic's face. Suddenly a smirk appeared on her face. "Oh, I see. You're just-."

"Afraid of racing me." Sonic finished for her. "You were going to say that, right?"

"I was…not!" Rainbow Dash said, a little embarrassed. "I was going to say that you're too uh, slow to race me!"

"You already said that last time." He said in a bored tone. "It might've worked then, but Sonic doesn't fall for the same trick twice. Listen, annoying you has been fun, but I really need to get back to Sunset, and Twilight so I can save Tails. See you around." Sonic turned his back on Rainbow Dash, and prepared do speed away.

"I doubt that, considering that only I have the means to get us home." Rainbow Dash said, turning Sonic towards her. "It's in this watch. Let's make a deal. We race. Winner get's the watch, while the loser well I'm not even going to think about it as it won't be me!"

"You know Dash, I really have better things to do than whatever "this" is, but since this is the only way to get back, and might get you back to your cooler, but not as cool as me, self, I accept." Sonic said. "But no cheating, and we have a fair race or the deal's off."

"You're not in the position to make demands, considering that Tails is at stake for you." Rainbow Dash said.

"True, but I can tell by the way that you've been twitching the whole time we've been here, you want this race more than anything, and it might actually kill you if you don't get it. If you want to see which one of us will cave first be my guest." Sonic said. "But I wouldn't play this game if I were you."

Rainbow Dash gripped her arm to stop its twitching, but her whole body continued to do it. Sonic was right. She would cave first and wanted this race so badly.

"Fine." Rainbow Dash said reluctantly. "Let's get started as I can't wait anymore!"

Rainbow Dash lead Sonic to a golden start line. They both lined up in a starting position.

"One lap around the highway, back to the starting line. That's the condition for the win." Rainbow Dash said.

"Well, at least the race actually involves having to cross a finish line, which is sort of different from what Eggman did." Sonic said. "Maybe you're just 40 percent less cooler instead."

Rainbow Dash glared at him, while Sonic gave her a wink.

"3…2….1…..GO!" Sonic and Rainbow Dash both said as the two of them dash from the start line, and ran across the highway as a blue streak, and a rainbow streak. Sonic and Rainbow Dash were neck and neck as both of them ran across the highway. The two of them were right beside each other for a while, until a loop came up. Sonic ran upside down the loop in order to complete it, while Rainbow Dash simply flew across it, giving her a slight lead.

"Hey!" Sonic called out to her.

"How is that cheating?" Rainbow Dash responded. "I'm just flying, and I never said it was a running race." Sonic pouted slightly as he realized this was true.

Rainbow Dash then burst into a faster flight. Sonic briefly paused and crouched himself. He then moved his legs while he was stationary until they began to have a circle pattern. Sonic then dashed forward at even greater speed and surpassed Rainbow Dash. He gave her a slight smirk as he did.

"Things won't be the same as last time, Sonic!" Rainbow Dash said as she pushed herself to go even faster. The blue and rainbow streaks were crossing the highway at blinding speeds. Sonic noticed some golden platforms, and jumped on 4 of them, using them as springboards to ricochet off them to gain a brief speed boost. As a result of this, Sonic was briefly in the air next to Rainbow Dash. He then looked down at the city.

"Wow. I now understand why you think flying is better than running. The view is great." Sonic said. "Notice how I said understand, not share your view."

Rainbow Dash responded by dashing forward even further, figuring that a mid-air boost would give her an edge. Sonic landed on the ground and continued to run after Rainbow Dash.

"You know, Rainbow this is kind of boring. I mean it's kind of like our last race." Sonic said.

"Boring?!" Rainbow Dash said annoyed. "How do you suppose we spice things up?"

"Let's go all out. No holding back. My Sonic Boom vs that Rainbow Sonic boom you did." Sonic said.

"I call it a Sonic Rainboom!" Rainbow Dash said boastfully.

"Yeah, you really need to work on that name." Sonic said.

Both Sonic and Rainbow Dash continued to build up speed as they ran/flew. Soon the air around them became visible as it surrounded them.

"Sonic….." Both of them said as they prepared to go out. "Boom/Rainboom."

A rainbow shockwave along with a light blue shockwave emerged from Sonic and Rainbow Dash's techniques. As both of them ran, many miniature Sonic Booms/Rainbooms emerged as both of them ran across the highway, destroying multiple sections of it as they did. Both of them were still neck and neck and tied.

Back at the main section of Eggman's layer, Sunset was facing Twilight. Before she could speak, her wristband glowed a yellow colour. Sunset looked down at it.

"Excuse me Twilight, I have to attend to this." Sunset said as she looked down her wristband. In it an image of Sonic, and Rainbow Dash doing their Sonic Boom/Rainboom appeared. Sunset grew a menacing grin.

"Time to put in phase 2." She said quietly to herself as she pressed a button on the wristband.

Sonic, and Rainbow Dash were still neck in neck as they raced across the speedway.

"(You know, despite the whole Rainbow being evil thing, this race is actually pretty fun. I'm actually having a pretty good time)." Sonic thought to himself as he ran. Sonic then observed Rainbow Dash flying next to him as she ran in her Sonic Rainboom. "(Rainbow is actually-)".

Sonic's thoughts were interrupted when he felt a pair of metal claws grab him by the feet, and pull him back at blinding speed. Rainbow Dash didn't notice. Sonic was then thrown across the ground, and sprawled against it.

"Ow." He said as he rose up painfully. "I shouldn't have jinxed it." Sonic then turned, and saw Metal Sonic in front of him. "(Him again? Now this is just lazy)."

A dark blue blur and a silver blur soon then came towards Sonic, but Sonic managed to dodge them, barely. Both of them then appeared next to Metal Sonic. The dark blue blur revealed itself to be an ultramarine blue tall robot that was modeled after Sonic. The robot had a single visor in the place of eyes with a glowing circular light that was red on the outskirt, orange in the middle, and yellow in the center coming from it. The same light was also seen in an opening in the center. It had metallic spikes on its head. It had silver arms covered in blue armor, with thin blue legs. It wore shoes similar to Sonic, but they were covered in dark blue armored padding. This was Mecha Sonic, and he was also slightly taller than Sonic. The silver streak was a slim but, bulky robotic version based on Sonic, and larger than him. It was silver and gray and had red eyes. It had seven large spines on the back of its head. It had a pair of spikes on its back with rocket-power boots that are red with yellow markings on its ankle joint and wheels on each of its boots. It had metallic claw-like fingers. This was Silver Sonic. Both robots had no mouth. All three of the robots looked at Sonic.

"So it's 3 Metal Sonic's instead of one this time. Slightly more creative, but not that much." Sonic said. "And here Dash promised she wouldn't cheat. Now she's 70 percent less cooler than before."

Mecha Sonic charged toward Sonic with a punch, but Sonic dodged it. Silver Sonic came and tried slash Sonic with its fingers, but Sonic jumped over it, and used it as a springboard, sending it crashing into Mecha Sonic who was behind it. Sonic having used Silver Sonic as a spring, charged toward Metal Sonic with a punch, but Metal Sonic used a black shield to blow Sonic back. Sonic and Metal Sonic clashed many times as blue blurs, with Metal Sonic winning at the end, kicking Sonic in the air. Silver Sonic appeared behind Sonic and knocked him down the ground with both hands. As Sonic fell towards the ground, Mecha Sonic appeared, and kneed Sonic in the gut, and elbowed him to the ground. Sonic was on the ground as all 3 of them surround them. Metal Sonic prepared to fire a laser from his chest when suddenly Sonic rose up.

"Sonic Wind!" Sonic proclaimed as he shot a blade of wind that blew Metal Sonic back. Silver Sonic went to punch Sonic, but Sonic used his leg to block the blow. Using his other leg, Sonic did an upward kick at Mecha Sonic, pushing him back, before Sonic delivered an uppercut that sent him crashing to the ground. Silver Sonic appeared from behind and grabbed Sonic, but Sonic vibrated his body creating a shockwave which blew Silver Sonic back and releasing Sonic. He then jumped in the air and delivered an ax kick to kick his head into the ground. Metal Sonic then charged at Sonic and grabbed him. He then started to drag Sonic across the highway, and threw him, causing Sonic to hit a platform, and then the ground. Metal Sonic then appeared towards Sonic, and used his V Maximum overdrive technique, generating an electric energy field around him as he drilled towards Sonic, but Sonic quickly generated a blue tornado which absorbed Metal Sonic, and propelled towards another platform, sending Metal crashing into it. Both Silver, and Mecha Sonic came towards Sonic, using their rocket boost to generate a silver/blue aura around them as they came towards Sonic. Sonic then charged towards them using his own blue aura(Sonic boost), and crashed into them, creating a stalemate with the both of them, and a mini wave appeared, sending all 3 of them away. Sonic then came on to his knees, worn out.

"I gotta….say….this….is…pretty…challenging." Sonic said as he huffed, and puffed. "I…didn't..think-." Metal Sonic then appeared behind Sonic, and kicked him in the face, sending him flying. Sonic quickly recomposed himself as Metal Sonic appeared in front of him, about to stab him with his claws, when suddenly Metal Sonic was hit by a rainbow blur and sent crashing across the highway. Sonic then turned, and saw it was Rainbow Dash who hit Metal Sonic.

"No one is finishing Sonic except me!" Rainbow Dash said, clearly annoyed.

"Rainbow?" Sonic said confused. "I thought Metal and his cronies were with you."

"The only thing I knew about was the race. No one told me these walking trash cans would interrupt." Rainbow Dash exclaimed as Metal Sonic, and his allies regrouped. "This is my race, and I won't be denied! Sunset will pay for this!"

"Wow, you actually do care." Sonic said mockingly. "This makes you the second crazy girl obsessed with me."

"Shut up." Rainbow Dash said. "This is for the race only. Afterward, I'll be the one to destroy you!"

"Threat's of destruction so soon." Sonic said with fake shock. "You're taking this relationship way too fast Dash.

Before Rainbow Dash could respond, Metal Sonic appeared and tried to swipe both of them, but Sonic and Rainbow Dash dodged it. Both of them then unleashed a barrage of kicks on Metal Sonic, with Sonic kicking him in the air, and Rainbow Dash flying to kick him towards the ground. Mecha Sonic flew in the air, and punched Rainbow Dash but she blocked it, and the blow blew her back. Silver Sonic and Sonic clashed many times as a blue/silver blurs with Silver Sonic winning and sending Sonic flying the air, but Sonic mid-air spun his feet at high speed to make a figure 8 and shot a wind projectiles, hitting Silver Sonic and making him come on his knees. Rainbow Dash and Mecha Sonic also clashed as blurs as well. Mecha Sonic was able to push Rainbow Dash back near Sonic, who was still mid-air. Rainbow Dash grabbed Sonic and spun him around at high speed. She then threw Sonic into Mecha Sonic, allowing Sonic to deliver a powerful punch which crashed Mecha Sonic into the ground. Rainbow Dash then flew near Sonic, who then grabbed her by her arms. Both of them became a wheel, and charged at the still-recovering Silver Sonic, dealing many blows, with the final one being a powerful kick to Silver Sonic's chin, making him hit a platform above him. Silver Sonic then fell on the ground near Metal, and Mecha Sonic. Both Sonic and Rainbow Dash ran around the three robots, creating a blue-rainbowish tornado which lifted all of them up. As the robots were in mid-air, the two of them emerged from the tornado, and crashed into the robots, creating a small, but still effective Sonic Boom/Rainboom which blew the robots down on the highway, each of them leaving small craters in the ground. Sonic and Rainbow Dash then stood next to one another.

"That was awesome!" Sonic exclaimed. "I never knew you could fight like that Dash!"

"Well, there's a lot of things you don't know about me." Rainbow Dash snapped. "Anyway back to our race."

"Darn. I was sort of hoping you'd forget about it." Sonic said as he rubbed the back of his head. "But since it looks like you've regained some of your senses, I'm more open about it."

Rainbow Dash then grabbed Sonic by the collar and pulled him in close.

"I already told you don't get the wrong idea." Rainbow Dash said harshly. "Just because I helped you doesn't make us friends or anything. I will-."

"Be the one to crush me." Sonic finished. "You already said that. But Dash, I know the real you is in there somewhere."

"Well too bad for you. This is the real me." Rainbow Dash said harshly. As she did a dark purple/black aura flashed around her, intriguing Sonic.

"(This looks strangely familiar. Where have I seen this before?)." Sonic wondered.

Metal Sonic eyes lit as Rainbow Dash gained her aura. A similar dark purple/black aura surrounded him as well. The same also applied to Mecha Sonic, and Silver Sonic as well. All three of them rose up, catching Sonic and Rainbow Dash's attention. The bodies of all 3 robots soon turned into a dark blue/blackish color. Their eyes soon had a purple light on them.

"What's going on?" Sonic said slightly nervous as he could feel the density of the energy of the 3 robots. "I thought we beat them. This is definitely new."

Metal Sonic without warning fired a high-speed purple energy laser at Sonic. The beam was approaching him rapidly, even he had trouble noticing it.

"Look out!" Rainbow Dash suddenly yelled as she pushed Sonic out the way. The beam struck her in the back, destroying her wings, and surrounding her body with purple electricity. Rainbow Dash screamed in pain as she was hit and blown away, sprawling across the highway. She then fell on the floor unconscious.

"Rainbow Dash!" Sonic yelled as he saw her fall. In an instant, Mecha Sonic appeared a black blur and hit Sonic away. Silver Sonic then appeared behind Sonic, grabbed his face, and slammed him in the around. His hand glowed with dark energy as he pushed Sonic deeper into the ground. He then lifted Sonic up, and threw him, allowing Metal Sonic to come, and punched Sonic with a fist of dark energy, sending him sliding across the highway next to Rainbow Dash. The three robots then approached them. Sonic, who was now covered in bruises, struggled to get up. He then noticed Rainbow Dash next to him.

"Rainbow Dash! Rainbow Dash!" Sonic cried as he started to shake her in an attempt to wake her up as he noticed her wounded body and face. She didn't move. Sonic then continued to shake her but she didn't respond at all as her eyes remained shut.. Sonic slowly stopped shaking her and hung his head low.

"Rainbow Dash….." Sonic said with hurt in his voice, and sorrow. "You can't be gone. You can't be….". Sonic's voice trailed off as he realized his actions were pointless. He then clutched Rainbow Dash's hand. Metal Sonic then appeared in front of him. He raised his fist and charged it with dark energy. He then brought it down towards Sonic. There was a clashing sound. Sonic used his free hand to stop the blow, with barely an effort. Sonic then looked at Metal Sonic with a great look of anger, contrary to his normal self.

"Worthless…..Garbage!" Sonic shouted as his own fist was charged with a dark bluish/black aura. Sonic's whole body was soon surrounded by this aura. His hair briefly turned dark blue as his eye became a darker shade of green. Soon, Sonic's hair spiked up similar to Super Sonic's as it turned black, and his pupils/iris's disappeared leaving the white of his eyes only. He then crushed Metal Sonic's hand into a pile of metal scrap as if it was nothing. Dark Sonic then punched Metal Sonic with his other hand, sending flying away. Mecha Sonic charged Dark Sonic using a purple/black version of Sonic's boost, but Dark Sonic used his own boost, which was now dark blue/black to counter him. Both of them clashed with Dark Sonic winning. Using his boost, he crashed through Mecha Sonic completely ripping him to pieces as the pieces of his body fell off the highway, and into the city below. Silver Sonic tried to punch Dark Sonic, but Dark Sonic disappeared in a dark blue flash. He then appeared behind Silver Sonic. Silver Sonic turned around as Sonic unleashed a barrage of punches/kick's creating many dents in the silver robot. Dark Sonic then became a dark blue arrow, and pierced through Silver Sonic, ripping him in half, with both halves soon exploding. Dark Sonic stood triumphantly when Metal Sonic appeared behind Dark Sonic. He charged purple electrical energy as he unleashed his Ring Spark Field, creating a field of purple electricity which Dark Sonic was caught in. Dark Sonic, however, was unaffected by the attack and raised his fist. He then punched Metal Sonic in the chest, with his fist going straight through it. He then charged his fist with dark blue energy. The energy also surrounded Metal Sonic who soon exploded. As Metal Sonic exploded, 4 dark purple, small emerald fell to the ground. They were also in the area where Silver and Mecha Sonic were destroyed. They were shining with a dark blue aura.

"Just as I thought." Dark Sonic said in a deep and menacing tone. "Fake Chaos Emeralds. That probably explains Dash's behavior as well. Pathetic. Sunset! When I get out of here, I will do much worse to you than what I did to these pawns!". Dark Sonic then chuckled maniacally to himself. He then walked over to where Rainbow Dash was, and lifted her arm. He then took the watch she had used to generate the portal and then observed it.

"Now where did Rainbow Dash press to open that portal?" Dark Sonic said as he fiddled with it. Near Dark Sonic, Rainbow Dash started to groan weakly as she slowly opened her eyes. Her body was covered in bruises.

"Ow." Rainbow Dash said softly as she gripped her arms in pain. Her entire body felt terrible and it was a pain to move. Her eyes had returned to their usual magenta color. She then slowly rose up, struggling as she did, and saw Dark Sonic, which startled her. "Sonic…..what's going on?"

"Oh, you're still alive." Dark Sonic said nonchalantly as he observed Rainbow Dash. "Which button did you press on this watch to open that portal."

"Sonic….what…are…you..planning…to….do?" Rainbow Dash asked, with each word sounding as if it gave her pain.

"I'm going to go back, and end Sunset for causing this whole stupid thing." Dark Sonic. "Now tell me the button."

"Sonic….Sunset…is…our friend." Rainbow Dash said firmly. "She's not well right now and needs our help. Hurting her won't do anything."

"But it will make me feel so good doing so as right now I have the urge to, and I can't seem to calm it." Dark Sonic said maliciously. "Last chance. Tell me how to go back or there will be consequences."

"If you're going to hurt Sunset, then no." Rainbow Dash said even more firmly. "Sonic, this is not who you are. You would never do this."

"Save me your sentimental trash." Dark Sonic said. "It'd be best for you to simply comply as you are in no condition to stand or do anything. I even absorbed the negative Chaos Energy from you. Submit."

Rainbow Dash said nothing but gave Dark Sonic a strong look of defiance. Dark Sonic sighed. He then appeared in front of Rainbow Dash in a blur. He raised a fist and brought it down to her, but Rainbow Dash surprisingly caught the blow. It took all of her energy and caused her to nearly to pass out, but she held his blow firmly.

"What?!" Dark Sonic said shocked at how Rainbow Dash could still have this much energy.

"Sonic, you saved me." Rainbow Dash as she looked Dark Sonic firmly in the eye. "Now it's my turn to return the favor!". Rainbow Dash's body glowed with light blue energy. The energy then spread itself into Dark Sonic. He generated a dark aura, but Rainbow Dash's energy clashed with it. There was a struggle, and it appeared Dark Sonic's aura was overpowering Rainbow Dash's, but Rainbow Dash pushed herself to her limit, and the blue energy overtook the aura of Dark Sonic, creating a blinding blue light. When the light had subsided, Sonic was back to normal. He then rubbed his head. Rainbow Dash, seeing Sonic back to normal, smiled,

"Now, we're even…" Rainbow Dash said as she collapsed, but Sonic caught her in his arms before she hit the ground. Sonic observed her unconscious face as she lied in his arms.

"Thank you, Rainbow Dash." Sonic said softly as he held on to her.

THE END

 **Authors notes: Well now, it's just one more to go. With Sunset being the only one left, how will this end? It's likely she has a backup plan despite losing her allies. Keep a lookout for the next chapter to find out. Anyway, thanks for reading, fav and review.**


	10. Sunset vs Twilight

Sunset vs Twilight

After having taken care of the business regarding Sonic, and Rainbow Dash, Sunset then turned towards Twilight. She then gave her a smile that seemed almost friendly, and reassuring. Twilight was nervous and on her guard.

"(Why is she smiling so nicely?)" She thought to herself. "(She's probably thinking about the horrible ways to torture me. Considering what Sonic told me about Eggman's base, there are probably thousands of horrible weapons she could use!). Twilight started to sweat a bit and gulped nervously.

"Why haven't you transformed yet?" Sunset asked her with curiosity.

"What?" Twilight responded, not expecting something like that to come from Sunset.

"I mean, you haven't ponied up yet, which is weird as I have. I thought you were here to "stop" me." Sunset explained in a friendly manner. "Ponying up would increase your chances."

She was right. Why hadn't Twilight decided to pony up? It was probably because she was so focused on what could happen, she didn't focus on the present. Twilight clutched her purple necklace which allowed her to transform.

"Wait, a minute. Why are you encouraging me to transform? Shouldn't you be attacking me before I transform, as that would be the most logical outcome given the situation as it would neutralize any possibility of me being a future threat." Twilight blurted out. She quickly covered her mouth with her hand. "(Why did I say that?!)."

"Oh of course not, Twilight." Sunset said again with a friendly demeanor. "That would be dishonorable, and I'm above that. Besides you transforming is something that is crucial for my plan. So go ahead and pony up."

Not taking any chances, the purple crystal necklace around Twilights neck glowed, and she was surrounded by a purple light and rose in the air. When the light died down, Twilight had a light purple visor to replace her glasses. She had a crystal, light blue wings. She wore a purple crown made out of five purple stars with a sleeveless dress with a light blue top, a dark blue bottom half(both covered in multiple white stars), and a purple section in the bottom center of the dress. She wore dark blue tights, with boots that were light blue, and had pink star shaped kneepads. The dress also had a V-shaped light purple accessory which came from Twilight's neck to the middle of the dress. The boots also had light purple stars on the bottom and a purple line near the top. She also wore purple gloves up to the middle of her arm, and with a blue guard over them covered in two purple stars. Twilight's necklace remained where it was and was surround by a purple collar. She came back towards the ground and faced Sunset.

"Sunset, I don't want to have to hurt you." Twilight warned. "But you are not yourself right now. Come peacefully. I don't want to have to fight you. Again."

"I agree." Sunset said.

"Sunset don't do-wait what?" Twilight said confused, not expecting this response.

"I don't want to fight you either. In fact, I never had any intention of fighting you." Sunset explained. "You and I have the same goals."

"What do you mean?" Twilight asked, still not sure what Sunset was going on about.

"Twilight, I know you better than anyone, and your biggest dream is to understand and gain knowledge, right?" Sunset asked. Twilight slowly nodded. "That's my missions as well, and everything I've done is for that goal, especially with regards to understanding magic. What I'm doing is good."

"Good?" Twilight said. "What about what you did to Tails? Sunset, you practically destroyed his mind! How could you do something like that, and claim you're doing "good"? The Sunset I know would sacrifice her friends for her goals, no matter how badly she wanted it!

Sunset closed her eyes and sighed. When she opened them and looked at Twilight, it seemed as though they had signs of remorse in them. Twilight was taken aback by this.

"Yes, Tails. I admit what I did was horrible. I didn't mean to hurt him. I just wanted to test my augmented abilities that Eggman's weapon gave me. I couldn't control myself in that moment, but now Twilight, I am in control. You might find this hard to believe, but unlike the others, as you know, I've dealt with the darkness inside of me, and gotten rid of it once, and for all. The magic I possess is the magic of friendship, and nothing could corrupt that." Sunset answered.

"I don't believe you for a second." Twilight told her. "Then explain your whole gathering the others, and forming some kind of super-villain team. What about taking over Eggman's layer?

Sunset then approached Twilight, Twilight took a step back, obviously still wary as Sunset chuckled slightly.

"Twilight, I promise you don't have to be afraid at all. The reason I rounded everyone together was because I knew that they were evil, and I couldn't take them out on my own. The best way was to pretend to be on their side, and give an opening so that Sonic and the others could stop them." Sunset explained. "As for Eggman's base, the reason I took over it was because he had the right technology that I need for my plan."

"What is this plan that you keep talking about?" Twilight asked, making Sunset turn around.

"Follow me". She said as she motioned for Twilight to follow her. She then began walking. Reluctantly, Twilight followed her. The two of them walked for some time before Sunset came in front of a room with an access panel. She pressed a combination and the door opened. Sunset then walked in the room while Twilight stood outside for awhile.

"(I really want to believe that Sunset hasn't changed and that her story is true. But the skeptic inside of me finds it too hard to believe as it seems too good to be true. Still, getting inside this room might be the best way to finally get some answers.)" Twilight thought to herself as she entered the room. Inside the room was dark, and Twilight couldn't see anything. Suddenly the light shone in the middle of a room. The light was shining on a red helmet with gold markings all over it. The helmet had the symbol of the sun shaped like Sunset Shimmer's cutie mark in the center. Many wires were connected to it. Dark purple/black energy was pulsating through the wires, and flowing into the helmet.

"What is that?" Twilight asked with slight awe in her voice.

"It's what I've been working on." Sunset said as she suddenly came behind Twilight. "This helmet was built using the technology of Eggman, and it's powered by the artificial Chaos Emeralds he has been developing for some time now. Isn't it wonderful?"

"Why do you want to build a helmet?" Twilight asked.

"For my goal. To gain knowledge. Twilight, this helmet will allow me to have access to all minds and every source of knowledge there is. Nothing will be constrained from my reach. Nothing." Sunset explained with a smile. Twilight looked at her with a look of disbelief.

"Sunset, this plan is crazy! You can't just enter the minds of people! That's an invasion of privacy and its wrong!" Twilight protested.

"What's wrong with getting knowledge?" Sunset asked. "I thought this is what you wanted as well."

"Yes, but I want to earn it on my own, not steal it from others." Twilight responded. "I was really hoping you were yourself, and your story is true, but I guess I was wrong. Sunset I'm sorry, but I have to stop you now." Twilight said as her hands glowed in a purple, sparkling aura. Sunset just responded by giving Twilight another warm smile and chuckled a bit.

"Knowing you, I figured that you would be the first the protest." Sunset said as she put her hand on Twilight's shoulder. "Twilight, you've misread my intentions. I'm not simply going to just barge into people's minds, and take whatever I want. Rather, this helmet will let me form a connection with people before I enter their minds, so they can get to know me. If they don't want me to enter, I won't. I'm no monster."

Twilight shook her head. "Still, I'm not comfortable with this. It's too much power for one person to handle. You, and I know both know the negative effects of one person having too much power. Sunset the best course of action would be to destroy this helmet now."

Sunset sighed in disappointment. "I was really hoping I could just talk you into seeing my point of view, but it looks like in order to convince you that I'm not some super-evil maniac, I'll have to show you. Twilight, let's make a deal. I'll use the helmet, and connect our minds so that you'll see that my intentions are benevolent. This is a decision made entirely of your own free-will, and if you choose to say no, I'll respect your choice. I'll even shut down the machine, because if my best friend won't approve of my action, then there is no reason to do it now is there? What do you say?"

Twilight looked at Sunset's eyes. They were no longer the red that they had been before and now her original cyan color. Twilight could see sympathy, warmth, and kindness in them. Maybe Sunset had returned to normal on her own. After all, she had helped Twilight reform and it's not a stretch that she could do it for herself, considering that she herself had also once been evil. Maybe Sunset was telling the truth, and her actions were for the best. Maybe she should let her test the helmet. Maybe…

"I…..I…I…..accept your deal." Twilight said, making Sunset smile. She brought her hands together in delight.

"I knew you would see reason, and trust me." Sunset said. She then approached the platform with the helmet and lifted it up. She motioned for Twilight to come near her. Twilight did and Sunset put on the helmet, and the symbol of her cutie mark glowed. She then raised her hand to touch Twilight's forehead.

"Wait." Twilight said, making Sunset stop. "You promise that you'll save Tails, and reverse what you did to him?"

"Twilight, don't worry about that. When I'm done, I promise you won't have to worry about anything at all." Sunset said with a reassuring smile. Shen then placed her forehead on Twilight's hand. Her eyes turned completely white, and so did Twilight;s.

Twilight(with her eyes closed) was floating in an area that looked like a purple galaxy decorated with many stars. She then slowly opened her eyes.

"Well, I'm in my mind again." Twilight said as she observed her surroundings. "But I don't see any signs of Sunset. Maybe the helmet didn't work at all."

Suddenly, a red pillar of light appeared in front of Twilight. Inside was Sunset covered in a red aura.

"Sunset?" Twilight said.

"Yes, Twilight it's me. Right now I'm in an intermediate state. I won't enter your mind unless you want me too." Sunset said.

Sunset looked like as she did when she helped Twilight conquer Midnight Sparkle. Maybe this was confirmation that Sunset at her core was still good.

"I grant you access." Twilight said. Sunset looked down at her and smiled. But this smile was not a warm welcoming one. It was more like an evil sneer. Sunset's aura turned into one of black, and dark purple. A burst of energy then blew Twilight away. She staggered back and looked up at Sunset with concern, and fear.

"Hahahahaha!" Sunset laughed evilly. "I can't believe that you actually fell for my trick! I thought you were supposed to be the smart one among your friends! Well, too bad! Now your mind is mine!"

"What are you talking about?!" Twilight demanded.

"Remember what I did to "poor" Tails, and Eggman?" Sunset said. "I'm going to do the same thing to you as I take every last content of information from your mind. The helmet allows me to do so on a larger scale. Not only that, but I'll also be able to control the bodies of people whose minds I've taken over, and coordinate their movement according to my will. This world will bow before me! After that, Equestria will be mind!"

Sunset surrounded herself in an aura of black/purple flames. The aura then turned into the shape of a giant phoenix. Twilight looked on with horror as the phoenix roared loudly.

"Goodbye Twilight!" Sunset yelled from the phoenix. "I promise that your knowledge and mind will benefit me in ways that only you can dream of!" She then charged towards Twilight intending to engulf her in flames, when all of a sudden a violet barrier blocked Sunset's assault, pushing her back, and dispersing the phoenix. Sunset had a bewildered look on her face.

"What?!" Sunset yelled in deep anger.

Twilight had surrounded herself completely in a barrier. The barrier sparkled with white stars. Twilight had a large smile on her face.

"Sunset, I can't believe that you fell for my trick. Did you really think I bought your whole story of "pretending to be evil"? That wouldn't have worked on even Snips and Snails. I pretended to go along with it in order to lower your guard, and it worked even better than I expected. You brought us a playing field where I am in control. Telekinesis involves mental powers remember? And were in my mind." Twilight explained with a smug look on her face.

Sunset's eyes widened in shock as her right eye then twitched.

"You…outsmarted…..ME?!" Sunset roared in anger. A black/purple pair of wings, and a phoenix tail made of flames emerged from her back. Her hair also rose up as well, turning it black with purple stripes. "HOW DARE YOU! THERE IS NO ONE WHO CAN MATCH MY INTELLECT!"

Sunset then generated two large black and purple fireballs and threw them at Twilight. Twilight's barrier managed to hold it, but the fireballs induced cracks in it. Sunset threw another fireball which shattered the barrier completely. She then flew at blinding speed and tackled Twilight. She grabbed her by the throat and generated a fireball in her hand.

"You will regret this Twilight Sparkle!" Sunset said menacingly. "I will make sure you're nothing but a vegetable when I'm through with you!"

Before Sunset could throw the fireball, Twilight teleported. Twilight appeared behind Sunset and grabbed her in an aura of telekinesis. She then spun Sunset around at high speed and threw her. Sunset stopped herself and regained her focus. Twilight generated purple rocks surround by her telekinetic aura, and threw them, with all of them crashing into Sunset, and blowing her away. Sunset grunted in pain. Sunset raised her wings and shot a storm of black feathers like daggers which went towards Twilight. Twilight generated more rocks, and threw her own storm against the feathers, causing them to clash repeatedly, creating an explosion, which left a black and purple cloud. In the cloud, Sunset was looking around for Twilight. She then saw a figure inside it.

"Found you!" Sunset yelled triumphantly, and she fired a fireball at the figure, which dispersed the cloud. The fireball hit the figure, which appeared to be Twilight, but it was a purple glowing after image of her. The real Twilight then shot a wave of telekinetic energy at Sunset, blowing her away. Twilight then conjured a pair of purple chains, which she controlled telekinetically, and launched them at Sunset. Sunset threw fireballs to attack the chains, which blew them back somewhat, but Twilight kept up the fight. Sunset threw a large fireball at Twilight, who directed the chains around the fireball, and used them to wrap around Sunset. Sunset looked annoyed, but she then got a smile on her face.

"You fool. You caught me, but you've left yourself open!" Sunset sneered. The fireball came inches close towards Twilight, but Twilight closed her eyes and stopped the fireball from hitting her, surrounding it inside of a purple aura.

"Telekinesis, involves the mind. I don't need hands." Twilight said with a smile. She then launched the fireball at Sunset and it hit her, sending her down. Twilight conjured a purple platform, which Sunset crashed into. As Sunset struggled to get up, Twilight teleported in front of her.

"I don't understand. Your magic is only telekinesis!" Sunset said in astonishment. "Why is it so powerful!"

"This is my mind, Sunset." Twilight explained. "I can do anything, and having telekinesis only furthers this point. I don't want to hurt you anymore. Please, come quietly so we can help you."

Twilight extended her hand towards Sunset. Sunset looked down at the ground to avoid looking at Twilight. Suddenly she got a sinister look on her face. Sunset looked up again at Twilight and took her hand. Twilight smiled, but all of a sudden Sunset's hand was covered in black flames and her eyes turned white. The black flames soon covered Twilight.

"Wait, what are you-?" Twilight started to say as she was engulfed in black flames. The black flames surround both of them and warped them away. The two of them then appeared in black flames in a different location. It looked similar to Twilight's mind expect everything was black and dark purple. They appeared on a completely black platform. Twilight then let go of Sunset's hand and jumped back.

"Where are we?" Twilight asked as she looked around.

"My mind." Sunset said with a smile. "I thought about how you said that being in your mind gives you the ability to do anything, so I figured the same would work for me. Realizing that our minds are connected with the helmet, I used my magic to transport us here."

"Oh no!" Twilight cried out in terror. She then flew in the air, but Sunset teleported in front of her.

"Going somewhere?" Sunset sneered as she generated black and purple flaming wings, and used them smack Twilight down in the platform. Twilight struggled to get up in pain when Sunset grabbed Twilight in an aura of black telekinesis. Twilight tried to use her own telekinesis to escape, but Sunsets was stronger and overpowered hers. She then lifted up Twilight, and smashed her against the ground, making her crystal wings crack slightly.

"Sorry, this is my mind, I can do anything!" Sunset boasted. She then let out an evil laugh. Sunset then grew to giant size and grabbed Twilight and brought her close to her.

"You should've finished me when you had the chance Twilight, but your silly concern for your friend let you down. Pathetic." Sunset said as she started to crush Twilight, making her wings crack even more.

"Sunset, I know you're in there. You have to fight it. You're my friend." Twilight pleaded painfully as she was crushed.

"Hahahahaha. The Sunset you know is gone forever!" Sunset said as she tightened her grip, making Twilight wince.

"(I can't give up. Sonic, and the others are counting on me, I have to win, but how?)" Twilight thought to herself. In the corner of her eye, Twilight saw something which caught her attention, something which looked like a black, metal cage. From the cage, there was a familiar spark that shone red and yellow.

"(Could it be?)." Twilight thought to herself. Using her strength, and concentrating hard, Twilight lifted two pieces of debris from the platform and threw them into Sunset's eyes as Sunset was focused on crushing Twilight.

"Ow!" Sunset cried as she grabbed her eyes in pain, freeing Twilight. Twilight used the opportunity to fly as fast as she could(using her telekinesis to give her an extra boost) towards the cage. Twilight looked closer inside she saw that it was…another Sunset Shimmer! She had Sunset's usual look and was chained by her foot towards the wall. Her eyes were closed as if she was unconscious. Her red geode necklace was present on her neck.

"Sunset, Sunset!" Twilight called, causing Sunset's eyes to slowly open. When she opened them fully she saw Twilight and gasped.

"Twilight?!" The other Sunset said bewildered. "How are you here? Are you another trick by her?"

"Sunset it's me," Twilight reassured her. "How are there two of you? This is amazing and fascinating.

"That's not me." Sunset said. "It's a manifestation of my inner darkness/negative emotions that took over after Eggman hit us with that weird gun. One day I woke up and found myself trapped in here. I tried to break out, but I couldn't do anything. I've just been here since, watching her use my body for her horrible plans."

"Wait a minute, that means you know everything that happened?" Twilight asked.

Sunset nodded glumly. "Yes. I am so sorry, especially about Tails."

"That wasn't you." Twilight insisted. "Sunset I will help you break free and stop your inner darkness. Like you and the other did at Camp Everfree."

Twilight used her telekinesis on the bars and prepared to break them, when all of a sudden, a hand grabbed her, and crushed her tightly, breaking her concentration. Dark Sunset had returned.

"That was….unpleasant!" Dark Sunset said in deep annoyance and rage as she crushed Twilight. She then noticed Sunset in the cage. "I see you've found my worthless other half. Good, I want her to see me crush you." Dark Sunset tightened her grip on Twilight, making her cry out in pain.

"Stop!" Sunset pleaded. She tried to bend the bars but they were too strong. Dark Sunset let out a laugh.

"Don't waste your efforts. There is nothing you can do to stop me, Sunset. You're just a fake personality. I'm the real Sunset Shimmer. I represent our truest desires." Dark Sunset said with a wicked grin.

"No." Sunset said defiantly. "You are the old me. I've moved past anger, hatred, and causing harm to others. You are not me, and I will stop you!"

"With what? Magic? I have it all plus the negative Chaos energy from that idiotic Doctor's weapon. Once I get rid of Twilight, you'll have no hopes of every getting rid of me. Goodbye Sunset and Twilight." Dark Sunset said. She then pressed to tighten her grip on Twilight. Sunset looked on in horror, but then she got a firm look on her face.

"You may have almost all of my magic, but you don't have the magic of FRIENDSHIP!" Sunset shouted. Her body glowed faintly red/yellow along with her geode necklace, and it resonated with Twilight who glowed purple along with her geode necklace. Twilight too got a firm look on her face and using her telekinesis, removed Dark Sunset's grip on. Dark Sunset tried to hold on more tightly, but Twilight was more powerful.

"WHAT?!" Dark Sunset said as she struggled against Twilight. "How is she overpowering me? this is my mind!" Twilight then broke free of Dark Sunset's grip and flew towards Sunset. Using her magic she ripped the bars off the cage easily, freeing her friend. Sunset floated next to Twilight and grabbed her hand. Sunset's aura grew larger and brighter, and then she ponied up into her proper form. Dark Sunset glared down at them both as both of their aura's shone.

"I have had enough with your antics!" Dark Sunset said as she generated a large black fireball in her hand as she again manifested black phoenix wings and a tail. She then threw the fireball down at both of them.

"So have we!" Twilight and Sunset declared as their aura's skyrocketed in brightness. Both of their aura's then combined to form a red, yellow and purple energy wave which hit the black fireball Dark Sunset had shot and dissipated it easily. The wave then went towards Dark Sunset and covered her completely.

"What, no. This is my mind and I am the smartest. I have complete control!" Dark Sunset said as she was overwhelmed by their power. "I…..refuse….to….go….like…th-AAAAAAHHHH!" The light engulfed her completely, and Sunset's mind along with Twilight. Twilight slowly opened her eyes, and she looked around and saw that she was back in the room. She then saw Sunset lying on the ground, with helmet next to her, but it was shattered into pieces. She then ran over towards her friend.

"Sunset, Sunset!" Twilight said as she shook her. Sunset opened her eyes and looked at Twilight.

"I'm here, no need to shout." Sunset said groggily as she rose up with Twilight helping her. "I feel like I have something in my eye." Sunset then examined her eyes and removed two contact lenses which were cyan. Sunset then opened her eyes again, showing they really were her original cyan color.

"(Guess that explains evil Sunset's eye color)." Twilight thought to herself. "How are you feeling?

"A bit dizzy, but I'll be fine." Sunset said. She then gave Twilight a friendly hug. "Thank you, Twilight."

"You did the same for me, and I returned the favor." Twilight said as she returned the hug.

Twilight and Sunset then walked into the main hall of the layer. Just then a dark purple vortex opened, and Sonic came out holding Rainbow Dash. He then noticed Twilight, and Sunset.

"Twilight, glad to see you safe." Sonic said as he came over to them. "And I take it Sunset's not evil based on how she's avoiding eye contact with me." Sunset was looking at the ground with shame before she then looked at Sonic

"Listen Sonic about Tails-." Sunset began to say when Sonic cut her off.

"I know you're gonna say sorry, but I know that wasn't you," Sonic said. "Don't beat yourself up over something you didn't do, okay?" Sonic flashed her a warm smile, which she returned. Rainbow Dash then groaned.

"Rainbow Dash is she okay?" Twilight asked with concern.

"Yeah, she'll be fine." Sonic responded. "But I think we should get her to a doctor just to make sure."

Just then floor burst open, and Knuckles came out with his fist up, showing he was the cause of it. Manic then came out along with Fluttershy, Applejack, Rarity, and Silver, who was using his psychic powers to carry Angel and many animals, much to the others surprise. He looked pretty tired.

"What's with the petting zoo?" Sonic asked.

"Long story." Manic said, making Fluttershy cover her face with her hair in embarrassment. Just then, a wall exploded with pink smoke. Out of the wall came Pinkie and she was carrying Shadow, who was unconscious, in one hand, and his inhibitor rings in another.

"Guys, I had the craziest dream I was super-evil, and crazy, and dressed like a clown. I then woke up here, and then it turns out I was dressed like a clown, which is weird as I'm not evil, but then I saw Shady here next to me, unconscious, surround by pieces of other Shady's who turned out to be robots, and -." Pinkie said super fast, indicating she had also returned to normal.

"Pinkie, I think we can save the stories for later." Sunset interrupted. "It looks like Shadow is in bad shape. We should get him and Rainbow Dash checked out."

"I'm just glad everything is back to normal." Twilight said with relief as she looked around at her friends. "Well, at least normal for us."

 **Authors notes: Hey guys! Sorry that it took so long, I've been pretty busy with school. Anyway, looks like this story's coming to a close and everything is back to normal. How do you think the rest of the Rainbooms will react to their past behaviour. Keep an eye out for the next chapter that will wrap everything up. Thanks for reading, fav and review. Later and take care.**


	11. All's well that ends well

At the Canterlot Animal Shelter, Fluttershy was inside, cleaning up the vegetation that covered the whole area. She was pulling leaves, grass, flowers, and the rest of the greens from the walls, floors, and wherever else they were in the shelter. She then placed them in a plastic bag, filling it. Once the bag was full she then tossed it into a pile of already filled bags behind her. She wiped a brow of sweat from her forehead.

"This is going to be a long day. I've been at this for nearly three hours." Fluttershy said in a tired tone. From behind, her animal friends were watching her and looked concern. Angel then hopped over to and tugged at her skirt. Fluttershy looked down at him and gave him a weak smile.

"I know you, and the others want to help, Angel." Fluttershy said. "But I caused this mess, and hurt all of you. I'll be the one to clean it up. On my own. I don't want you guys to worry about my mistake."

"Well if you're doing this alone, this place will be cleared in about…..five years." Manic said, making Fluttershy turn behind to see him leaning against the wall. He then walked over to her.

"Manic, what are you doing here?" She asked.

"I came to check on you." He explained. "And offer my help in case things are going slow, which they are."

"Thank you for your consideration, Manic." Fluttershy replied. "But as I told Angel ,quietthis is my mess so I will clean it up. I did terrible things."

Fluttershy looked down at the ground, and her head hung low with shame. Manic then put his hand on her shoulder, and she looked up at him.

"Fluttershy, what happened wasn't your fault. You were out of control and couldn't do a thing about it. Sunset told us what it was like being evil. You really can't punish yourself for something you didn't have a say in. The fact that you're trying to make amends shows that it really wasn't you as Crazy-But-Hot Fluttershy would never have done this. Let me help you" Manic said. "Besides, being around Shadow has made me sick of seeing angst."

Fluttershy looked at him and got a small smile on her face.

"I guess I owe you twice, Manic. For cheering me up, and for saving me in the first place along with Angel. I guess I could use a helping hand." Fluttershy said. When she said that,t her animals friends immediately came and started clearing away the vegetation. Fluttershy turned to them and smiled larger, making Manic do the same thing

"(When this is all over, I'll ask Fluttershy if she would like to go with me to see a Segato Sanshiro movie. Getting these two tickets was a hassle, but it was worth it)." Manic thought to himself. Manic reached into his pockets to get the tickets, but they were empty. Manic then looked up, down, and around but he couldn't find them.

"(What where are they?!)." Manic thought to himself annoyed. He then turned and saw Angel holding two red rickets in his mouth. Angel gave Manic a smug look before tearing the tickets to shred with his teeth. Manic glared at him and pointed angrily at Angel as he stuck his tongue out at Manic.

"Angel! Manic! I could use your help here!" Fluttershy called. Angel hopped over Manic to where Fluttershy was.

"(I thought that rabbit, and I would be cool after helping save Fluttershy, but I guess it back to business as usual)." Manic thought as he walked over to help Fluttershy.

* * *

At Canterlot High, Applejack was using a ladder to get near the hole in the ceiling she had made. She was fixing it with cement as Knuckles was holding the ladder to keep it sturdy.

"Thanks again for helpin' me fix this roof, sugah cube." Applejack called down to him.

"Well, I kind of also broke it, so I feel a bit responsible." He called back.

"Not as responsible as I feel. I have all this strength, yet I was weak enough to be turned evil by the zap of some laser." Applejack said with a little sadness in her voice.

"Well to be fair, everyone else was affected as well." Knuckles said. "I don't think you should beat yourself up over this AJ. I mean, I've been tricked by Eggman in the past, and he didn't even need a machine to do the trick. But I don't let it get to me as I've made up for it. Considering your track record AJ, I think you're good. Plus anyone who can give me a run for my money is pretty strong."

Applejack looked down at Knuckles and flashed him a smile, which he returned. She then returned to fixing the roof.

* * *

At the Carousal Boutique, Rarity was working on a dress with her eyeglasses, carefully sowing things together, when Silver walked in through the door as Rarity turned to face him.

"Hello, Silver what brings you by here?"Rarity questioned

"I just came to check on you, see how you were doing after going all-wait a minute, we've been through this already." Silver answered

"Yes, we have." Rarity responded.

"So there's no need for me to explain how this wasn't your fault, I don't blame you, and all that stuff?" Silver asked to get a confirmation.

"Not really, as I got the message pretty clearly last time." Rarity said with a small smile. "Now don't go and make things awkward like you did last time."

"Well to be fair, I do consider meeting you to be one of the nicest things I've experience ever since I got stuck in this time period." Silver said with a smile. Upon hearing that Rarity blushed and turned away from him. Silver then realized what he said and had made things awkward again.

"I didn't say the nicest thing!" Silver said frantically. "I said one of the nicest. There are also other nice things like pizza, or ice cream. Not that I value you the same way I value food. It's just that these things are delicious, and make me happy. Not that I like you in the same way as the food, but I'm sure you're delicious. Wait a minute, that came out wrong. I-."

"Oh, Silver darling, please, you're making things much worse." Rarity said as she chuckled at Silver trying to save face. Silver calmed down, and also let out a small chuckle, albeit his was more nervous and his face was flustered

* * *

In the Canterlot hospital, Rainbow Dash was sitting on a hospital bed in a green hospital gown. She had a green curtain on her right, separating her from the other patient in the room. She was bouncing a ball at the wall back, and forth, back, and forth, back, and forth...

"Can you stop that?" Shadow called from the curtain in an annoyed tone. "I'm trying to rest."

"I'm going to say the same things as I did the last 40 times you asked." Rainbow Dash responded. "No".

"Being stuck in this hospital is embarrassing enough. But being stuck with you is almost unbearable. Can't you be quite for one minute?" Shadow said in a displeased manner.

"Can't you lighten up for one second? This isn't fun for me either. A rock would've been a better roommate." Rainbow Dash shot back.

Just then the hospital door opened, and Sonic came in with Twilight and Tails.

"Hi, Rainbow Dash." Twilight said, making Rainbow Dash turn her head towards them. She had an annoyed look on her face.

"What took you guys so long?" Rainbow Dash said. "You said you'd be here an hour ago."

"I know, but I wanted to see how long, you and Shadow could go without strangling each other." Sonic said with a mischievous smile.

"I heard that." Shadow called.

"How are you guys holding up?" Tails asked.

"Well, the doc said I'll be out in a few days." Rainbow Dash said slightly disappointed. "But that feels like forever. What about you Tails, how are you feeling?"

"I feel fine. I mean sure I was a bit dizzy when I got my mind back but other than that things are good. Twilight here keeps insisting that I take a test to make sure I'm fine." Tails explained.

"You can never be too careful," Twilight said. "Speaking of which, Tails it's test time." She then pulled out a long list that extended to the floor and out of the room. "Number 1. What is the square root of 23?"

"I just remembered." Tails said quickly. "I have to go see the doctor about my, uh, memory. I'll be back soon, or not." He then left the room.

"Wait a minute, he might want to use my method to test your memory." Twilight figured. "I'm coming too." She then followed Tails.

"You know, I'd never think there'd be someone more passionate about tests than Tails." Sonic remarked. Rainbow Dash was silent and didn't respond. "Dash?"

She then sighed. "Listen Sonic, I just want to say sorry for the way I acted. Especially about our race. I do want to race you, but fair, and square."

"No need to say sorry." Sonic said warmly. " I should be apologizing. I almost lost myself and could've really hurt you. Also, thanks for bringing me back from that."

"Well, you also saved me from being a jerk 24/7." Rainbow Dash responded. "So I guess were even."

"I guess." Sonic agreed. "Hey, I'm starving do you know where I could find a bite to eat."

"Cafeteria's on the second floor." Rainbow Dash said as she got out of bed. "I'll take you there myself."

"Should you really be moving?" Sonic asked.

"Well, being cooped in that bed for the past few days has been driving me crazy. I need to move a little. Besides, I'm not worried. If anything happens, I got you to watch my back." Rainbow Dash said as she gave Sonic a grin.

"If you say so." Sonic said with a smile on his face as well. "I'd say you got mine, but as you are right now, I doubt it."

"Is that a challenge I hear?" Rainbow Dash said as she and Sonic left the room, leaving Shadow alone.

"Now maybe I can get some rest." Shadow said. He then closed his eyes for a bit. All of a sudden the door burst open, and Pinkie came in blowing a party horn and spraying confetti everywhere.

"I had to say that." He said dryly as his eyes opened

"Hi, Dashie-." Pinkie started before she noticed Rainbow Dash wasn't there. "Hey, where's Dashie?"

"She left with Sonic to grab something at the cafeteria." Shadow informed her.

"Awww. Well, I'll give her 'get better' present later." Pinkie said as she put a blue birthday present behind her. She pulled out a red one and handed it to Shadow. "I have one for you as well, Shady."

"What is it?" Shadow said in a tired tone as he took the box, and examined it.

"No spoilers." Pinkie said with a smile. Then, her smile disappeared, and she had a look of guilt on her face. "Shady, I want to say I'm sorry for being such a meanie to you."

"Forgiven, forgotten." Shadow said dismissively.

"Also, while I was evil, I heard what you said about me and my happiness." Pinkie brought up. "I just wanted to ask, did you mean that really?

Shadow was silent for awhile and didn't respond. A little disappointed, Pinkie slumped her shoulders slightly and sighed a bit.

"Well, I guess I'll go give Dashie her present now." Pinkie said as she headed out.

"Yes." Shadow responded just before she exited the door. She looked back at him.

"What?"

"About what I said. Yes, I did mean it."

Pinkie looked at him for awhile before She got a huge grin on her face, rushed forward, and hugged Shadow tightly.

Oh, Shady, I knew you really were a super-duper nice guy deep down! What you said, that means so much to me!" Pinkie exclaimed as she continued to hug him.

"Yeah, well I don't want my hospital stay to extend." Shadow managed to say. Pinkie then let go of Shadow.

"Sorry." She said. "Imma go find Dashie now. Bye!" Pinkie said as she left the room while waving at Shadow. While alone Shadow opened the present Pinkie left for him. It was a red, and black heart made out of metal. On it, the words "Thank you Shadow, From Pinkie Pie, Carrot, Cup, Pumpkin, and Pound Cake". Shadow simply smirked.

* * *

In the CHS band room, Sunset Shimmer was alone and holding her diary. She was thinking about how to tell Princess Twilight about the whole situation. Especially about her being evil again.

"(I feel like Twilight should know about this, but I also fear that this'll show her that maybe deep down, I haven't changed. There's still a part of the old Sunset Shimmer)." Sunset thought to herself as she struggled with what to write.

Suddenly the door opened, and Sonic came in.

"Hey, Sunset." Sonic said warmly as he entered.

"Oh, hey Sonic." She answered a little half-heartedly.

"What are you up to?" Sonic asked.

"Trying to tell Princess Twilight about this whole thing." She explained. "Emphasis on the word trying."

"We didn't see you at the hospital to visit Dash." Sonic pointed out.

"I'm giving people space. I'm sure everyone is a bit psyched out by this event. Especially by what I did." Sunset said with a some of sadness in her voice.

"You know, Tails doesn't blame you for what happened. No one does. It was Eggman. It sucks his mind got fixed after everything, but I think he'll lay low for a while." Sonic said. "Besides you weren't the only one to go evil. Rainbow Dash and the others did. So did I for a bit. We're all capable of being bad when the wrong buttons are pushed.

"I know. But I still can't help but feel responsible. Especially since I used to be like that willingly. This incident got me wondering. What if deep down I haven't changed? I'm still nothing but a selfish bully? The new me is just a fraud." Sunset responded, making Sonic ponder for a bit. His face then lit up and he walked over to Sunset.

"C'mon. I think we both need this." Sonic said as she looked up at him.

* * *

Sonic and Sunset were then standing behind Sonic's house in front of a red and white biplane with completely red wings and fuselage outlined with yellow and white lines. It also had a three-headed tractor screw and a black power plant. The cockpit had either one or two seats and a small windshield. Above the top wing and vertical stabilizer, the plane had a yellow symbol which looked like Tails, and behind the cockpit on the fuselage was the word "SONIC" written in white. The plane also had a small jet engine between the front wheels. This was the Tornado Sonic's plane.

"Sonic, why are we here in front of your plane?" Sunset asked.

"Because you're going to fly it." Sonic explained. She looked at him with a bewildered look.

"What?!" Sunset exclaimed. "Sonic, I've never flown a plane before in my life. What makes you think I can do it? Something really dangerous could happen!"

"Well, then I guess we'll just have to find out and see." Sonic said with a smile as he climbed on the top wing and lied down on it.

"Why aren't you sitting in the passenger seat?" Sunset asked.

"I prefer the view from heresurprised" Sonic responded. "You know, this plane won't fly itself.

Still bewildered, Sunset climbed into the cockpit. She then examined it and flipped some switches. Immediately, the propeller started rotating. Sunset looked a little surprise that she was able to do that on her first try.

"Looks like someone's a natural." Sonic said with a grin.

Hearing this, Sunset then fiddled with the cockpit a bit more. Soon the plane started to move on its wheels, and a few feet later, it took off in the air. Sunset was surprised she had started the plane completely right on her first try. Sonic continued to smile. The two of them flew high in the air on the Tornado. The wind was blowing in Sunset's face and made her hair flow. She then formared a smile on her face as both of them soared through the air. She then turned the Tornado on the side, and moved it back to its main position, giving a joyful laugh as she did.

"This is amazing!" Sunset shouted. "You should've asked me to fly your plane earlier."

"I know right?" Sonic responded. "But nothing beats the experience of where I am. I'd ask you to join me, but then who would fly the plane? To be honest, you're as good as Tails."

"Really?" Sunset said. "Thanks, Sonic. That means a lot."

Sunset, and Sonic continued to soar through the air, passing through the clouds. Later, the Tornado was returning to the back of Sonic's house. The plane landed perfectly on the ground. Once it landed, Sonic jumped off the top wings and Sunset then exited the cockpit.

"Sonic, I admit that was pretty fun." Sunset said as she beamed from ear to ear. "But why do it in the first place? Why'd you trust me with your plane when I haven't flown one before."

"Because to send you a message. That I trust you Sunset. Tails is the only other person I've let fly the plane, and you know how close we are. I wanted to show you that I believe that deep down, you really have changed for the better. Enough to the point that I'll always trust you and think the best of you. I knew you'd fly the plane perfectly." Sonic responded.

Sunset blushed a little at his words. "Th-Thanks, Sonic. I really needed that." She said.

Sonic and Sunset then exchanged a warm hug. "Well, then I guess I feel comfortable enough now to tell Twilight the whole story. But it's pretty long. I could use some help."

"Say no more." Sonic said. "Besides, you'll need a firsthand account of how way past cool I was during the whole thing."

"Of course." Sunset said with a smirk. The two of them then walked to go write in the diary as they entered the bandroom.

THE END

 **Authors notes: And that wraps up Sonic vs Equestria Girls. I hope you guys enjoyed reading this. In the meantime, check out my Legend of Everfree adaptation and more other stories coming your way. Be sure to fav and review! Later and take care!**


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